A Time for Heroes
by lightning bird
Summary: Some friendships grow over time, while others are forged in the heat of battle. At the onset of Fuse's invasion of Earth, two heroes with nothing in common will have to find a means of fighting the enemy, not each other.
1. Open Mouth, Insert Foot

**A Time for Heroes**

by Lightning Bird

Disclaimer: These characters belong to Cartoon Network, not me. I'm just borrowing them and I promise to put them back where I found them when I'm done playing. This story will probably be updated at a slower pace than the other ones I've written simply because I'm s'darned busy at the moment. Enjoy!

**Chapter One: Open Mouth, Insert Foot**

He had to hand it to Mandy – she knew how to pull off a rally. As he wove through the crush of volunteers and Kids Next Door operatives, Ben Tennyson could feel the excitement pulsing through the night. The huge square in front of the DexLabs headquarters was jam-packed, and the overflow of would-be soldiers filled the streets and spilled onto the grounds of the other businesses lining the boulevard. The mood was electric.

Earth had been attacked and invaded by the forward scouts of a barely-known enemy and they faced annihilation by something that called itself Fuse. The response by the various governments had been unbalanced to say the least. Until the Plumbers had stepped up to the plate and called for a new sort of army to form, the different militaries had been ineffective against the Monsters thrown at them by the invaders.

A new type of army was needed against this new type of enemy. Fuse's forces were unlike anything ever seen, strange beings made of stuff called Fusion Matter and anything else that happened to be on hand, from cars to bones to mail boxes to trees to paper clips. Conventional weapons did little against the hybrid monstrosities, and strict military discipline was almost useless on the new battlefields cropping up unexpectedly around the world. What was needed was daring, skill, recklessness, and the weapon technology the Plumbers had so carefully nurtured over the past few years.

An army they had – an army of children and other beings that answered the call for action. Many were KND, some were talking animals and odd beings that weren't easily classified, with just a smattering of adults able to handle facing the nightmarish Fusion Monsters. All were volunteers. Some were good, some were evil, some were neither or both. This invasion was bigger than all of them, and many old grudges had been set aside to face this common foe.

Being the grandson of a Plumber, Ben had been among the first to volunteer. Without bragging, he was among the elite fighters of Earth. The custodian of the Omnitrix, he possessed the capability to change into any of a number of aliens, all with exceptional fighting skills and abilities, and over the years he had developed into the sort of leader that Mandy desperately needed. He joined a select group that included his cousin Gwen, Kevin Levine, Samurai Jack, the Powerpuff Girls, the KND, Juniper Lee, Mandy, the Grim Reaper, and others as the commanders of this war.

He had not yet gotten the full story why, but DexLabs, part of the corporate colossus that was DexCorp International, had been chosen for the headquarters for the war effort. It was an impressive structure, towering high above Downtown with a campus that covered acres of real estate. DexCorp had burst on the scene less than three years prior and had taken the world by storm. The weapons, aeroships, armor, robots, and countless innovations and inventions had revolutionized medicine, combat, law enforcement, transportation, and communications. Almost overnight the corporation had grown into a manufacturing and technological giant, and the demand for their products continued to multiply.

If the rumors were true, the whole company was owned lock, stock, and barrel by just one person. And if rumor served, that one person was a recluse that guarded his privacy so completely he had not been seen in public for years.

Or maybe he had and people just didn't know what he looked like, mused Ben. He could not imagine hiding away from the world for long. Certainly not for years on end. He knew he would go crazy without getting out and socializing.

He was late. Picking up his pace, he knew he would be on the receiving end of that patented angry frown from Mandy when he finally reached the building. He wasn't too concerned. Mandy always frowned and it wasn't as if he had to give a speech or anything.

A huge plasma screen had been set up on the side of the DexLab building above an elevated patio to allow everyone in the crowd to see and hear the speeches and instructions. Ben glanced up to see the Mayor of Townsville – an enthusiastic if a little dense man that wore a top hat and monocle and reminded Ben of Mr. Moneybags from Monopoly – give his address. He was rambling and waving his arms and looked as if he was having a great deal of fun until Ben realized he was swatting at a bug.

He reached the building and his ID got him through the doors and directed to an elevator to the mezzanine level. DexLab HQ was impressive even by his teenage standards – all was cool, sleek, and modern. The entrance opened around an atrium where plants flourished and light poured in through the many windows. It was very crowded with KND agents and operatives as they quickly and desperately brought order to chaos and launched a war for the planet's survival.

At the elevator he had to show his ID again before he was allowed in. Four stories up and it was considerably less crowded as he made his way to the staging ground for the speakers. He recognized quite a few people now, though he hadn't met them all personally. He waved to Juniper Lee and Samurai Jack and took a moment to just out-and-out gape to see the Powerpuff Girls. They were prettier and more petite than he had expected, but he knew not to underestimate them. They were powerhouses, and as the planet's only ultra-super heroes, they would be at the forefront of this war. He made a mental note not to tick any of them off in any way, but to make every effort to get on their good side.

They were hovering in the air beside two people in white coats – an older man with dark hair and a short, redheaded kid. They all seemed on familiar terms because the three girls leaned close to the boy before he stepped away from the group – kissing his cheeks, perhaps? The dark-haired man said something that brought a quick smile to the boy's face as he left them. He turned around, walking backwards as he addressed a few last words at them, and the trio of girls waved one last time.

"You're late."

Ben looked down to find the source of the growl. "Hi, Mandy! Good to see you, too."

The newly appointed commander of Earth's Combined Forces folded her arms across her chest and glared. Tiny, blonde, as vicious as a wolverine with rabies, Ben briefly wondered how she had gotten this position. He wouldn't put assassination beyond her. To say Mandy was ambitious was a gross understatement, but even Ben had to admit that she was eminently qualified to lead a war. Not even the KND had protested when she was put in charge. When Ben first heard of her, he was skeptical, but upon meeting her he knew that she would do anything and everything it took to win. So far as he could tell there was not a shred of compassion in her, making her well matched against Fuse. She was the right man for the job and was not in the least afraid to let everyone know it, nor was she afraid to strong-arm the hesitant or dissenters.

Beside Mandy was her only admitted friend in the world who also doubled as her serf, slave, jester, and on occasion lab rat, a kid named Billy. The boy laughed crazily and seemed to be chasing his tail, spinning in endless circles without getting dizzy. Ben wouldn't have been the least surprised if Billy actually had a tail.

"You're late."

"I'm not giving a speech!" he defended.

"Good thing. I don't know how much more of this I can take. Billy, get me some ice water. Now!"

The idiot dashed off happily.

"What's the mood out there like?"

"Excited. They're glad to be able to do something, I think."

Billy ran up with a large cup of ice water. Mandy took it and promptly dumped it right over his head. She handed the cup back, ordering,

"Calm down. Now go get me something to drink."

He ran off again.

"Did you give your speech?"

"Yeah."

"Sorry I missed it." He dodged as Billy returned with a glass of juice for Mandy before darting away again.

She gave him a look most sour, not fooled for a moment. "No, you're not."

"Okay, I'm not. Who's left?"

"Number Five, then Dexter will wrap things up."

"Dexter? As in DexCorp fame?" He waved at the complex surrounding them.

"The same." She glanced over as Billy started a commotion by the refreshments. With a grumble and sigh Mandy set out to save the food and drink from his grubby paws. "I'll see you later!" she called. "The meeting is right after the rally! Don't be late again, Tennyson!"

Happy to escape her for a while, Ben moved to where he could better see the Mayor as he brought his speech to a conclusion. The mezzanine was a few steps below the level of the outdoor patio, but before he could climb the steps a voice said,

"You don't want to go up there right now. You'll be on screen if you do."

He turned, surprised to hear a Russian accent, and he saw the redheaded boy that had been talking to the Powerpuff Girls before. He was young – probably not even in his teens – and wore glasses and a long lab coat with a high collar. He seemed bent on fulfilling every nerdy mad scientist stereotype in the book. Ben looked at him with interest, intrigued by the accent and the sheer pallor of his skin. Access to the mezzanine was restricted to the command team and DexLabs employees. Since Ben couldn't imagine anyone so runty and unhealthy-looking in the thick of battle, he assumed junior was some sort of hanger-on or kid brother to one of the KND.

"Do you work here?" he wondered.

The question seemed to surprise and amuse the boy. He turned to face Ben. "I do," he said.

Assuming he was in charge of access control, Ben moved off the steps, not too keen on giving anyone grief and not so interested in the Mayor's ranting that he couldn't miss the climax. Moments later a loud cheer rose up and the Mayor, still gushing, was escorted from the patio by a tall, shapely, ginger-headed Amazon in a red suit. Ben watched her go, too mesmerized by the shades of red to notice her face.

The Russian stiffly gestured for the next speaker to go up the steps and a tall black girl in an oversized cap gave him a smile as she passed. Judging by the cheer that went up Number Five was well liked and a welcome sight. Ben watched her go, wondering what it felt like to be faced by such a crush of humanity. He was glad he wasn't going to find out. Speeches – either on the giving or receiving end – were not his thing. For want of something better to do, he struck up a conversation with the scrawny kid beside him.

"So what do you do?" wondered Ben.

"I invent things for DexLabs," was the easy reply.

"You? Really? How long have you worked here?"

From behind thick glasses, a red eyebrow was arched at him. "Since the company started."

Ben turned his attention to the screen, sharply angled from where he stood, watching Number Five more than listening. "I hear the egghead that started this place is a total recluse."

"Not total," said the Russian coolly. He started to clasp his hands behind his back then hesitated, grimacing, and had to be content with crossing his arms. He tried to hide the reaction, closing his eyes briefly as he drew a shuddering breath and said, "He just chooses his companions with great care. With so much money, people generally seek something besides friendship from him. It can be difficult to tell what people really want."

"I guess. Dexter," he muttered, and the boy looked at him sharply, turning not his head but his whole body to gaze keenly at Ben. "Dexter. What the heck kind of a name is Dexter? Besides hyper geeky?" He did not even try to keep the derision out of his voice.

"Latin, I believe. It means right-handed or skillful, hence the words dexterous and dexterity." He gestured with one purple-gloved hand.

"Oh. I guess it suits then, in some weird, scientific way."

The boy tilted his head, amused anew. "I suppose."

"It's still geeky."

"I suppose."

"Guess you can't get much worse than having to answer to Dexter. Poindexter, maybe, or Bartholomew."

He released his breath in a small laugh. "I'll take your word for it."

"Makes my name sound normal. So what's with the gloves? You cold?"

"I need them for inventing things. What do you do?"

He ran a hand through his hair, wondering if he'd freak the kid out with the truth, then figured baby Einstein would be able to handle at least a watered-down version of things. "It's kinda hard to explain. I, uh, turn into alien beings and, uh, fight other aliens. Earth's prime real estate, pal, and this is not the first invasion we've faced."

"I know. You must be Max Tennyson's grandson, Benjamin, keeper of the Omnitrix."

"Call me Ben, please," he hastened to beg and quickly moved on. "But, yeah. You know my grandfather?"

"We've met." He cast Ben a sideways glance, and behind his tinted glasses his eyes were bright with secrets shared. "The Plumbers are largely responsible for the establishment of DexLabs and DexCorp. Even before Dexter patented the null-void laser, the Plumbers recognized its potential. They pushed it through all channels to get it into production."

"Cool! I never knew that!"

"Not many people do."

A cheer rose up as Number Five hit a resounding note with her audience. She called a loud farewell that was picked up and echoed through the night.

"She speaks well," said the redhead.

"Yeah. One more round of torture down, one to go. Nothing worse than having to sit through speeches."

"Oh, I can think of worse things," said the boy, his lilting accent making light of the subject.

Ben grinned. "Like what?"

The smile was returned and he pushed his glasses back into place. "Having to give them."

His movements stiff and almost strained, he held tightly to the railing as he walked up the stairs, passing Number Five as she came bounding down on her long legs. Ben stared, and then motioned the KND to stop. She paused expectantly, excited and happy.

"Who is that kid?" asked Ben, pointing.

Number Five broke into a broad grin, glancing behind her at the boy in the white lab coat that appeared on the screen. "That's Dexter."

_"WHAT?"_ Ben stared, horrified with himself. He slapped a hand to his forehead. "I just called him an egghead and said his name was geeky!"

She planted her hands on her hips and shook her head in disgust. "Nice going, Tennyson. He's just financing this war for us and supplying our weapons!"

His other palm was stopped by his forehead as well. He barely felt the pain. "I didn't know! Honest!"

The KND operative muttered under her breath at him. "Well if you'd been here on time, you would have met him before the rally and not given yourself foot in mouth disease. Now shush, Number Five wants to hear what he's got to say."

Together they watched the screen. A hush fell on the crowd as the warriors assembled realized who was about to address them. Only a handful of people assembled today had ever seen Dexter, fewer had met him, and only one had unintentionally slighted him.

He looked across the sea of humanity spread out before him, and Ben was struck at the intensity and intelligence in Dexter's gaze. Even if he was just a kid, he bore himself like someone that was used to being in charge. There was nothing to indicate that he wasn't perfectly at ease, recluse though he may be, and Ben suddenly had the inkling that this was not someone you wanted to mess with.

"I am not here to give you a long speech. You've had enough of those."

He started quietly, and the Russian accent gave his voice an odd authority. A ripple of amusement and relief moved through the crowd as he paused.

"I have only a few words to say to you all," he promised. Suddenly his features hardened and his voice became imperious. He pointed at the army spreading out before him, his voice filling the night.

"_We have the tools! You have the talent! The time is now! The hero is you. Fight for what is yours!"  
_

That was all, but that was enough. A mighty roar rose up into the night, so loud that it shook the air and staggered the people on the patio. Dexter gazed outwards a few moments, then turned away, back to the shelter of the mezzanine. The shout went on and on, getting louder and wilder as the forces committed to defend the Earth rose to the challenge presented. They would fight, all the way to the end.

Ben waited where he stood, feeling enthusiasm fill the air like an electrical charge, feeling the roar of voices rise like a tidal wave, feeling like a total and complete idiot. He needed to apologize repeatedly for being rude and a jerk, but the owner of DexCorp did not return this way. Finally Ben mounted the steps and looked around, but of the redhead there was no sign. Dexter had gotten clean away.

"Great," he muttered, scuffing his sneakers on the pavers. Well. It looked as if the mountain would have to go to Mohammed. Then he remembered the Powerpuff Girls and how they had kissed Dexter before his speech.

He was doomed.


	2. Arms and the Man

**Chapter Two: Arms and the Man**

Dexter was not at the meeting half an hour later. Ben was disappointed because he knew from past experience that crow went down a lot easier when it was warm. He noticed that while the Powerpuff Girls were all there, the dark-haired man that had been with them earlier was absent. It seemed odd to him that someone as important to the effort as Dexter would skip a meeting of all the leaders of this war, but then Ben quite obviously didn't know enough about the boy to make such a call, so he kept his mouth shut and tried to act like someone who had been present all along and who had not casually insulted their resident financier. Could it be that Dexter was not entirely well? Aside from his awful pallor, he had not moved easily and even his least gesture had been strained.

With ruthless efficiency, Mandy ran the assembled team through the meeting, which was little more than a run-down on how they were to organize, arm, contact, and supply their forces. Ben was a little surprised that Mandy was generous (for Mandy) with praise where it was due, most notably for the extensive communications and organization infrastructure the KND already had in place and which she fully intended to utilize. Much more was needed though, and everyone was being pressed into service.

More of the children and beings assembled were presented. A sly-eyed boy named Eddy was introduced as their quartermaster. He was a little too slick for Ben's taste, but he wasn't about to argue with Mandy when she said Eddy was capable of finding just about anything they needed. A stocky blond teenager named Coop was put in charge of vehicle and equipment repairs (outside of anything owned by DexLabs - apparently Dexter would not tolerate anyone but his own staff working on his technology). The list went on and on as Mandy put people to work according to their strengths. Even some weird, multicolored chickens were asked to patrol the gardens and grounds of the DexLabs campus and act as an early warning system.

Some people were noticably missing from the list. Ben was not given a job, nor were the Powerpuff Girls or Saumrai Jack or the Kids Next Door. They already knew what their jobs would be in this war: they were here to lead the fight.

"We start processing at six a.m.," warned the supreme commander of Earth's Combined Forces, her habitual glare hardening ominously as she wrapped up the meeting. "Get some rest, people, because we're hitting the ground running."

She wasn't kidding.

After a quick breakfast and not nearly enough coffee, Ben found himself helping the KND from Sector V organize and arm the people and things that would be fighting off the invasion forces in their area. Mandy was simply keeping to the regions the Kids Next Door had established long ago, with the KND operatives in the sectors and sub-sectors acting as leaders and as the liaisons between the troops and headquarters. There would be elite teams and specialization within Earth's Combined Forces as time went on and the need arose, but right now their primary concern was arming, training, and dispersing the volunteer troops. Ben wondered if it was a coincidence or divine intervention from the Plumbers that DexLabs had its headquarters in the sector patrolled by the most famous and efficient unit of the Kids Next Door.

Then there were the weapons. A weirder assortment of armaments Ben Tennyson had never clapped eyes on, and that was saying something. Rifles, guns, laser swords, morning stars, turbo-charged baseball bats, oversized tools, guitars, maces - Ben even saw one boy walk by with a club that looked like a gigantic turkey leg balanced on his shoulder. For someone that was used to strangeness, his first full day of helping the war was at least as astonishing as squaring off against the High Breed. What the heck were the designers at DexLabs thinking? At least there was something to appeal to everyone, and Ben found himself wildly curious to find out how some of the weapons worked, especially the short-range ones like the turkey leg and a cricket bat and a souped-up croquet mallet shaped like a flamingo.

And that was just the weapons. The clothes were even worse. Uniforms? They had nothing like. It was come as you are or, more often, come as you imagine yourself to be. With most of Earth's adults in a panic over the gradual invasion from space, the last thing they worried about was what their kids were wearing or toting around. Ben got the sense he'd been dumped into the midst of some sort of sci-fi costume contest gone sour, but ultimately it didn't much matter what people wore so long as they were willing to fight Planet Fusion.

When a young girl in a kilt and tartan walked by armed with both a claymore and a set of bagpipes (he could not begin to hazard which was her primary weapon), Ben decided enough was enough. He laid hold of Number One, who looked harried and harassed to say the least, and before the KND agent could protest Ben bodily hauled him off to get a drink and take a break. Hiding in a corner of the huge cafeteria, they drank sodas and ate some pie and relaxed for a few minutes. Ben revisited his lack of couth from the night before to his companion, searching for information and hoping he would be told the situation was not really as awful as he suspected it was.

"Oh . . . well done, Ben." Nigel Uno grimaced, shaking his head and shading his eyes as he sighed. He was not without sympathy for the older boy though, and a smile lit his face as he stabbed at his slice of cherry pie. "Dexter can be very touchy from what I've been told."

"You don't know him?"

"I'm familiar with a lot of his published works, but last night was the first I've ever even seen him. I was frankly shocked. I had no idea the genius behind the null-void ray and neo-neuroatomics was thirteen."

"Thirteen?" Ben would have guessed eleven. The kid was definitely a runt.

"You don't want to underestimate him," warned Number One, waving his fork as he spoke. "To put it mildly, he's smarter than all of us combined."

"I'll keep it in mind," Ben promised through a mouthful of fruit filling. "Did the KND ever try to recruit him?"

A snort escaped the younger boy. "Oh, we tired," admitted Number One in a tone that begged for clarification.

"And . . . ?"

"We failed. Rather spectacularly, too, I'm sorry to admit."

"Spill, Nigel." He was feeling less lonely for his Dexter-dissing.

Number One pushed his sunglasses back into place on his nose. "I wasn't in charge of Sector V yet. Dexter's childhood home actually fell into Sector T before we reorganized the sectors into something a bit more managable. The then head of the sector, Twenty-Seven, approached Dexter about joining the KND. His mistake lay in hubris, I'm afraid. We knew Dexter was an egotistical genius and a social introvert, but Twenty-Seven presented membership to him as if he was doing Dexter a favor when he should have gone with his hat in hand." Number One sighed again, but now it was with regret. "Dexter was seven years old. Twenty-Seven was twelve. Dexter sent him packing with his tail between his legs."

Ben grinned; he was rather relieved he wasn't flying solo for coming up short against someone younger. "I know the feeling."

"Subsequent attempts to contact him have gotten nowhere. Apparently we cut no ice with Dexter, Boy Genius, or with the owner of DexCorp International. I can't blame him, to be honest, though I must say that since the invasion he's done very handsomely by the Kids Next Door despite Twenty-Seven's bumbling."

"So who _does_ know him?"

"He has an older sister named DeeDee. She's nowhere near as smart as he is, but she thinks the world of him. The Powerpuff Girls and their father, Professor Patrick Utonium, seem to be closest to him. I heard Mandy say that Utonium is the only person Dexter will listen to without question. I believe there's quite a bit of history between them, though I don't know many details. Utonium has been president of Dexter's company since it started. I do know neither of them corrects people who make the assumption that they're father and son. After meeting them before the rally, I can see where people would make that mistake even though they look nothing alike. They act like family."

"So what does the rumor mill say?" Ben asked in desperation, only half serious.

"Plenty, not the least of which is that Dexter is Utonium's legal ward by an act of Congress."

He almost choked on his soda. "Say _what?_ Congress?"

The KND operative smiled and nodded. "If rumor serves - and I believe it does in this case - that was enacted last year after the Russian government tried to claim Dexter as a citizen, probably based on his accent. Russia even had a family lined up saying he was their son that had been kidnapped as an infant. It was something of an international incident, though the Department of Defense kept it very low-key."

Ben could not help but laugh. "He's not Russian?"

Nigel grinned in return. "Not even slightly. Number Two did some homework on him. Apparently his family is of Irish and Scottish descent. He was born in the Midwest before his family moved twenty miles outside of Downtown when he was three."

"Irish? That explains the hair, but where did the accent come from?"

"If you find out the answer to that question, be sure to let me know. No one has any idea. Not even his sister can give us an answer. Number Two thinks he has a speech impediment."

"Huh." Ben scratched his head, realizing he was spending a lot of time pondering a boy he didn't even know. "Well, I still want to track him down and apologize. My grandfather knows him. I'll be in the soup for real otherwise."

"Careful, Ben. Even at the meeting he would only address Utonium and Mandy. He's very leery of people he doesn't know, and he didn't seem too keen in getting to know anyone. You don't want him to take your good intentions the wrong way."

"Don't worry - I can't even find him."

"You probably won't, either. He values his privacy."

"If I had the Reds trying to kidnap me, I'd be pretty neurotic, too."

Number One chuckled. "Have you tried his lab?"

"No. Where is it?"

The KND leader smiled, rising. "About fifteen stories below us, if you can get there."

"Jeeze. Kinda serious about being left alone, isn't he?"

Number One smiled as he rose and collected his dishes. "You have no idea, Mr. Tennyson. Thanks for the break. I'll see you back at processing."

"Yeah, see ya."


	3. Lost and Found

**Chapter Three: Lost and Found**

He was lost. After more than twenty minutes of wandering around, Ben Tennyson was finally willing to admit to himself that he had no idea of where in DexLabs HQ he might possibly be or how he was going to get back to where he belonged. The place was a maze. Each hall looked exactly like the last one, he could not find an elevator, he could not find a door that would open, and the only reference points he had to work with were the views out the occasional windows and they did not appear to change on this rainy afternoon. Up stairs, down stairs – the place seemed endless and determined to keep him captive. Since he had not passed anyone this whole time, he could only figure that he had stumbled into an area with restricted access. Wonderful. Not only was he lost, he'd probably get in trouble, too.

He was on the verge of transforming into Big Chill and phasing through a wall when a faint echo around the next corner made him perk up. It sounded like a voice. He hurried down the hall to investigate, choking back a cry of triumph as he came upon a plant-filled atrium where several halls converged. It was humid and warm, rather like a small indoor park, and it put him in mind of the botanical gardens he'd seen in Washington, D.C. Exotic flowers bloomed in profusion and filled the air with their perfume. Water splashed down a stone waterfall into a pool of brightly colored koi, and the setting was serene and very zen.

Not so the occupants.

"Easy," a deep, gentle voice was saying. "It's all right. Breathe in your nose and out your mouth."

A strangled sound answered this advice and Ben grimaced as he heard someone heaving. He edged closer, loath to disturb whoever was losing their lunch. Through a screen of papyrus and wild ginger he spotted two vaguely familiar figures. The smaller of the two was kneeling on a stone patio in the center of the garden, hunched over and leaning heavily on his hands. His head hung low and before him was set a waste paper basket. Beside him knelt a dark-haired man in a white coat who was making soft sounds of comfort as he rubbed slow circles on his companion's back.

"It's all right. I've got you. Relax."

Another bout of heaving answered, and Ben made a face at the painful sound. He'd been sick often enough to know exactly what that felt like. Finally the smaller person sat up, rocking back on his heels to just fall against the man with a groan. Ben blinked in surprise, recognizing that shocking red hair. It was Dexter that was being so sick. The man held Dexter in an embrace that could only be called protective, and abruptly the teenager realized this must be Professor Utonium, whom he had seen with Dexter and the Powerpuff Girls the night of the rally.

"You have to eat more," Utonium scolded in the kindest of tones. "This is antibiotics on not enough food and not enough sleep."

Another groan answered, but no argument was offered. His Russian accent slurred a bit as Dexter muttered, "I just want to be better."

"I know. A bone infection is no joking matter, young man," Utonium said, holding him close. "And you _are_ getting better. You're off the intravenous and you're on your feet. You just need to take it easy and get more rest."

"I can't. Too much is happening, Professor."

"And you have a very capable staff and your family here to take care of your company and you. Mandy is in charge of the war effort for a reason. Let her do her job. And while you're at it, let me do mine, too. _I'm_ the president of DexCorp, not you."

"I just - mmm-oh, not agai-"

He tore out of Utonium's grasp and lunged, reaching the trash bin just in time to spit up more bile. There was little left in his stomach and he gagged and panted and almost collapsed, letting out a high-pitched gasp of pain that left him fighting against tears. Ben wondered how and why Dexter had gotten so sick. From the look of things he had been unhealthy for a long time. Small wonder he'd been so pale at the rally. Bone infection? That just _sounded_ like it should hurt.

"Your ribs?" asked Utonium in a worried tone.

Pressing a hand to his left side, Dexter nodded and coughed in misery, grouping to grasp the man's hand as another bout of heaving made him arch his back. The Professor held and supported him tenderly, ignoring the mess and concentrating on the boy beside him.

Checking his watch, Utonium said, "It's a bit early, but let's get you something for the pain and nausea. Come on."

Utonium gained his feet and helped Dexter to stand, supporting him with both hands. Clearly Dexter was reluctant to accept aid, but it was equally clear that he needed it since he could not even stand up straight without help. His breaths were coming in gasps, and here where he thought he was safely alone with his guardian, he simply let himself react with tears to the pain and sickness he was experiencing. It was a shocking contrast to the cool and assured image he had presented at the rally, and Ben couldn't help but wonder which of these two Dexters was the real one. Both, perhaps, or neither. Ben didn't know him well enough to tell.

They had not taken five steps when Dexter wavered and his knees buckled. Instantly Utonium knelt to steady him.

"Glasses," said the man, holding out his hand. Dexter handed over the heavy-framed glasses without hesitation; it seemed a bit of a ritual between the two scientists. Slipping them into his pocket, Utonium gathered the boy snugly against him and carefully rose to his feet, carrying the smartest, richest boy in the world like a baby.

"Shh. Close your eyes. It's just a few floors down."

Silently, he nodded. Dexter gripped the front of the man's lab coat tightly in both purple-gloved hands and rested his head on the Professor's shoulder. Another groan escaped him. As Ben watched, Utonium pressed a kiss to the boy's hair, stroking the back of his neck to comfort him. An expression of anxiety crossed over the man's face only now, when Dexter could not possibly catch sight of his worry. As he looked up again from that unguarded moment, Utonium saw that they were being watched when he spotted Ben through the screen of exotic plants. Ben gave him his best hangdog look and gestured in helpless apology at having stumbled upon a moment so private.

Lifting a finger for silence, Utonium motioned for Ben to stay put, accompanying the gesture with a firm look that told the teen he expected Ben to be waiting for him when he returned. Speaking soothingly to the boy in his arms, Utonium stepped from the plant-filled room and Ben could hear the dull ping of the elevator system not far away.

Well, he was still lost and the president of the company that was funding a large chunk of the war had just told him to stay put, so Ben stayed put. He took a seat in the garden by some twisting bamboo plants and well away from the wastepaper basket in which Dexter had been sick and waited, forcing himself to be patient.

In truth he did not wait very long. No more than fifteen or twenty minutes passed before the elevator rang again and Utonium returned. Ben stood to meet him, taking in his appearance and liking what he saw. Professor Utonium was not very old – probably in his early forties – with black hair and clear gray eyes and a demeanor that bespoke an affectionate, indulgent nature not unlike that of Grandpa Max. Tall and slim, he wore a white lab coat and a black tie and he seemed the perfect image of a nerdy science geek all growed up. He smiled faintly as he approached Ben.

"I'm sorry, sir," Ben said. "I'm completely lost."

"That's understandable," he said. "I saw you at the rally."

"Yeah, I'm Ben Tennyson."

"Ah. Max's grandson." He held out his hand. "I'm Professor Utonium."

"I've heard about you, sir," he replied, shaking his hand.

"Probably not as much as I've heard about you."

Ben huffed a little laugh. "Yeah, my grandpa likes to brag."

"With good reason. It seems you're highly capable." Utonium gestured along the hall Ben had just left, walking slowly as they talked.

"Let's hope," Ben said with a wry smile, falling in beside him. "Um . . . I didn't mean to spy on you just now, but . . . well, I am that lost."

"I'd appreciate if you wouldn't mention what you've seen, especially to Dexter. He's been sick for a long time and he's fed up with the side effects that go along with the medications he's taking. He tends to be a bit sensitive about it."

"He didn't look too good the other night when I was talking to him."

"Yes, that night was hard on him. He mentioned he'd met you."

"Yeah, it, uh, didn't go too well for a first time meeting, I'm afraid."

"Oh? Dexter thought you were rather funny."

"More like pretty stupid, actually. I'd like to apologize if I get the chance."

"I'm sure he'd appreciate the gesture." Utonium tilted his head to the side at Ben's expression. "Yes?"

"Um, I'm not trying to be nosy or anything . . . but is Dexter okay, Professor?"

Utonium considered before answering. "You're going to be working fairly closely with the commanders of this war, Ben, so you should know. Were you at the meeting before the rally?"

"No," he admitted with a sigh, "and everyone chewed me out over missing it."

"Then I'll spare you. We didn't release many details anyway, just a thumbnail sketch of events. In a nutshell, about two months ago there was an explosion at the production plant in DexCorp. Dexter was one of the casualties. He had some bad burns and quite a few broken bones, including four ribs. He has the habit of running himself ragged, and he was already near the point of physical exhaustion when the explosion occurred. When there were delays in his healing we found out he'd developed a bone infection in his ribs. He's been on some heavy-duty antibiotics to combat the infection, and they have a tendency to cause nausea, especially since he forgets to eat most of the time."

"Will he be okay?"

"Eventually. The infection is under control and most of his injuries have healed, but bone infections are notoriously difficult to eradicate. The rally was the first time he's been up and about since the explosion and it took a lot out of him. I've been trying to get him to moderate his activities since then. He's always been difficult to pin down when he's working on something and we have been terribly busy these past few months."

"Wow. I had no idea."

"Good. We've been trying to keep things quiet. It helps our cover that he's a recluse and a workaholic. We didn't release the information about the infection, so I'd appreciate it if you didn't repeat that."

"I swear I won't. Do you know what caused the explosion?"

Utonium cast him a sideways look. "That is still under investigation," he said in a tone of voice that invited no additional questions.

"Oh," he said, feeling awkward. "Professor, is there some way I can get hold of Dexter to apologize?"

Utonium smiled, pleased with Ben's persistence. "You're quite keen on that."

"If my grandpa finds out that I didn't apologize I'll never live to vote."

"Well, only a handful of people can communicate directly with him. You can leave a message with one of Mandy's secretaries. It will get to him. I'll let him know to look for it."

Ben blinked in surprise. It seemed Dexter had effectively cut himself off from the world. "Oh. Okay. Thank you."

At the junction of several halls they paused. "Here you go. Straight down this hall, turn right at the end, and you'll be at the main elevator banks. They'll take you to the atrium."

"Thank you. Sorry to be a bother."

"It's no bother. Oh, and Ben?"

He turned around to face Utonium. The scientist folded his arms and looked thoughtful.

"Dexter can be incredibly stubborn and short-tempered, but if you hold on long enough to get past all that, it's well worth the fight." He smiled sagely, the look of a man that knew far more than he was telling, and left Ben to find his own way.

**OoOoOoOoOoOoO**

He saw neither Dexter nor Utonium over the next few days. Mandy flat-out gave him to Number One to help coordinate the KND forces with the other volunteers. Ben was rather astounded at some of the egos he encountered – some of the volunteer troops that kept pouring in seemed to expect deferential treatment simply for showing up even though they had little or no practical experience fighting. He was forced to explain time and again that skills at video games did not a trained soldier make, and watching movies and television was not the way to learn how to handle a gun or to acquire martial art skills. The ones that gave him the most mouth were sent to the obstacle course Number Two and Number Four had devised for the sole purpose of knocking some sense into them. Most came back a bit more ready to listen, a few left in fits of fury, some wallowed in melodramatic angst. A handful of girls just cried for a little while when they found out both he and Number One had girlfriends before they collected themselves and got down to business.

Despite the frustration and annoyance that accompanied organizing an army from almost scratch, Ben was glad for the monotony of busy work because it gave him time to think over his conversation with Professor Utonium. He could only conclude that he had been issued an invitation – or a challenge. Was Utonium testing his sincerity? He had confided a number of facts that were not publically known, with nothing more than a request that Ben not repeat what he had been told.

Who was he kidding? Utonium was a scientist. It had to be a test.

As he labored to read yet another applicant's poor handwriting, Ben abruptly realized that this was a test he did not want to fail. Very few people knew Dexter. He was certain the boy genius had his reasons for removing himself so completely from society, but if the likes of Utonium (not to mention his grandfather) thought so highly of Dexter and was so protective of him then clearly he was someone worth knowing. It struck Ben as a supremely lonely way to live, and it seemed Utonium had as good as dared him to become Dexter's friend despite that. How he went about it was clearly his problem, but he would be a fool to waste the opportunity offered to him.

He left a message with one of Mandy's secretaries, an elderly woman named Muriel, apologizing to Dexter for his lack of good manners at the rally. Remembering Utonium's advice, he thought for a moment, and then at the end of his brief note he scrawled a quick invitation for a game of handball. He doubted he'd get an answer, especially to that last bit, but it was worth a try and he honestly wanted to avoid any hard feelings. He had enough people in the galaxy that wanted to do him in. He didn't need another.

What did he know? Dexter was thirteen, short, had bad vision, a bone infection (for now), an inexplicable Russian accent, and the business acumen to found one of the best-known weapon and electronics companies in the world. He was one of the wealthiest people alive and seemingly out of the blue he had offered his corporate headquarters to serve as the base of operations to repel this invasion.

That was the easy stuff. Picking over all he had seen, said, and heard, Ben was starting to piece together a more detailed picture of his newest project.

He didn't eat enough. He pushed himself to the brink of exhaustion. He was incredibly private and surrounded by people determined to protect that privacy. Brilliant, stubborn, short-tempered, strong-willed, self-controlled, distant, arrogant, and he found Ben amusing.

Talk about a challenge.

Still, when Ben had stumbled upon them in the garden, Dexter had not complained once despite the nausea and pain that moved him to tears. He remembered the silent nod and how grateful and affectionate Dexter had been when Utonium held him. He must have been feeling much worse than he let on, because Ben knew of no thirteen-year-olds that would consent to being carried when they could walk.

Perhaps he could add generous and kind and trusting to that list. Time would tell.


	4. Power Lunch

**Chapter Four: Power Lunch**  
**  
**The message was delivered by an anxious pink dog that walked upright and seemed to anticipate disaster around every corner and under every chair. Sitting between Number One and Number Four, helping the former and trying to ignore the complaints of the latter, Ben watched the dog with interest. It was evident that he was searching for someone because he studied every face he passed.

"Is that anybody we should know?" he wondered, watching the nervous little pooch as he moved through the large and crowded meeting room, going from person to person in his quest.

"That's Courage," said Number Two, appearing with a stack of applications. He set it on the table before Ben, who surreptitiously pushed the handwritten documents over in front of Number Four when the younger boy wasn't paying attention. "He's attached to security. A good officer - very paranoid and neurotic."

Neurotic was an understatement. Courage drew closer, and then spotted them from a few yards away. Immediately he began to dance about from paw to paw and wave his arms, making a weird sound of excitement.

"Guess he found what he's looking for," muttered Number Four warily. Belatedly he spotted the pile of paperwork. "Hey! Number Two! Take this back!"

The dance grew more energetic and Courage was almost beside himself as he hopped about enthusiastically, brandishing an envelope made grubby by his paws.

"Can we help you?" Number One asked. "Is that for one of us?"

Courage rambled wordlessly, pointing at Ben. The teenager made a face and half-rose from his seat.

"I'm Ben Tennyson. Is that meant for me?" He forced a smile as the dog gladly handed over the message. "Thank you. Thanks. I got it. Do you need an answer?"

Courage shook his head and hurried off. They all stared until he was swallowed by the crowd of applicants.

"That was weird," said Ben, voicing their thoughts.

"What's that, then?" Number Two asked, peering curiously at the envelope. Ben looked down at the heavy paper embossed with the DexLabs logo and felt a rush of curiosity. Was it possibly a response to his apology? Unable to imagine what kind of reply Dexter would send, he opened the envelope, aware of the three KND agents watching intensely, and pulled out the note within. It was handwritten and brief and there was no way to keep the other three boys from being thoroughly and completely nosey.

_Ben,  
If you're not busy later, please join me for lunch. I have a favor to ask of you. I'll meet you at noon in the main atrium.  
Prof. P.L. Utonium_

Number One's glasses slid down his nose and his eyebrows shot up. Number Two gaped in nerdish envy that Ben would get to have lunch with one of his heroes. Number Four frowned and wondered,

"What sort of name is Plutonium?"

"P.L. Utonium," corrected Number Two fiercely. Almost salivating, he expounded in true fanboy fashion. "It stands for Patrick Lawrence Utonium, president of DexCorp International. He's one of the greatest scientific minds in the world. He _made _the Powerpuff Girls!"

"Any idea what he wants, Ben?" wondered Number One, cutting through his subordinate's gushing and eyeing his companion with renewed interest.

"Not a clue," Ben replied. "My grandpa knows him. Maybe it's something to do with him."

So he said, but he didn't believe a word of it. In his heart, he knew this had everything to do with Dexter.

**OoOoOoOoOoOoO**

He was already starving when he arrived in the atrium a few minutes before noon, and he spent that time observing the excited crush of people hurrying hither and yon that would be standing against Planet Fusion. Most were human, but there were a few oddities thrown into the mix – demons and talking animals and aliens and a few things that defied anything as mundane as a species. As he watched, a walking, talking skeleton in a black robe strode by muttering to himself. He was being followed about by a pink cat. A few minutes later a disgruntled moose in a scout uniform was escorted out by some DexLabs security officers, a trail of raucous animal scouts close behind their loudly indignant leader. Samurai Jack nodded silently to Ben as he strode up the main staircase in the center of the huge entrance. The Japanese warrior was accompanied by a burly man with a Scottish accent and a machine gun for a prosthetic leg that harangued Jack about training the raw recruits. He was as booming and animated as the samurai was not. That he look slightly crazed did not seem to bother Jack in the least, and Ben figured if anyone was capable of defending himself, it was Jack. The intercom echoed constantly with announcements and voices rose and fell in waves of sound. It was amazing and inspiring to see so many people united, and Ben found himself smiling as hope surged through him.

A ripple of surprise and excitement moved through the room. Ben looked up to find the source and to his astonishment he saw Professor Utonium step out of an elevator accompanied by a gigantic bug in a tailored suit and the snappiest tie Ben had ever seen. It was . . . yes, it was a six-foot tall mosquito. Ben smirked, thinking of Stinkfly and amused at the crowd's reaction. Seeing such a being wasn't a big deal for him - he was used to the bizarre. The mosquito carried two attaché cases and gestured with a free hand as they spoke. Utonium had his hands thrust into the pockets of his lab coat and his head was bent to catch everything the bug was telling him. They engaged in a brief, serious conversation, and after a handshake and a friendly smile (at least Utonium smiled – the mosquito seemed to have one expression, and that was hungry) the bug left through the main doors, a path opening before him as KND and volunteers scrambled to get out of the way.

Utonium looked thoughtful for a few moments more before he turned and scanned the atrium for Ben. Waving to catch his attention, Ben worked through the crowd. He was greeted by a warm smile and a handshake and Utonium said,

"Thank you for coming on such short notice."

"It's not a problem at all, sir," he replied. "Thank you for the invitation."

To his surprise, Utonium lead him back to the elevators, not down the corridor to the canteen. Noticing his hesitation, the Professor gestured for him to come along.

"I ordered lunch for us on the patio outside our living quarters," he said, pressing a button. Immediately the elevator rose smoothly. "Dexter's sisters will be there for a little while and I thought you might like to meet them. Are you under any sort of time constraint?"

"No, sir," he said, privately relieved to be away from processing and sorting and training would-be fighters for a little while. Even silence was a luxury. He was the envy of the Sector V KND team right now, and Number Two had begged him for the handwritten message from the Professor since it contained his signature. "Will Dexter be there?"

Utonium checked his watch. "If he is, he's going to find himself grounded for a week. I chased him off to bed at about nine this morning. He should sleep until late this afternoon." He caught Ben's reaction and smiled, something he seemed to do a lot. Clearly this was nothing new to the president of DexCorp. "Oh, he almost never leaves his lab, so he rarely knows the date and time. Besides, right now he can't come outside anyway, so he just works the night through."

He wanted to ask why Dexter couldn't go outside, but Ben restrained himself. It wasn't exactly his business. The doors opened to a hall that looked just like every other hall in DexLabs – clean, bright, and uniform. He followed the Professor through doors, past security checkpoints, down stairs, along corridors, through the garden where Ben had stumbled upon them a few days before, until Utonium stopped before an unremarkable-looking door. Using a swipe card and a long entry code on the lock, Utonium opened it for Ben to step through and immediately the atmosphere changed from sterile, filtered climate controlled air to a warm, grass-scented breeze. There were open windows close by. Ben took a deep breath, appreciating the difference in settings and the scent of honeysuckle. He entered and found himself on the loft of a two-story suite of rooms that opened onto a garden. It was very homey and snug, comfortably and tastefully decorated without seeming like a showplace, and clearly a home, not just rooms.

"Is this where you live, Professor?" wondered Ben.

"When we're in Downtown. I keep a house in Townsville, too. Hold on a second."

Utonium motioned Ben to wait and then entered one of the rooms down a short hall. As he opened the door a small cat came trotting after him, fluffy tail held high like a banner. Ben had a glimpse of light fur and dark markings around blue eyes before the cat darted into the shadowy room. "Einstein, when did you get up here?" Utonium asked softly, stepping aside so the cat could precede him. The Professor returned alone a few moments later, looking satisfied as he closed the door. "He's still asleep, thankfully."

So that was Dexter's room. An image of books and beakers flashed through his head, and he couldn't help but wonder how a teenager that was both a brilliant scientist and a billionaire decorated his room. "How is he feeling?"

"Rotten, but getting better," the older man admitted. "He doesn't entirely realize how sick he's been." He gestured, inviting Ben deeper into his home. Giggling laughter reached them as they walked down a wide staircase, and as they stepped outside, Ben smiled to see the Powerpuff Girls again.

They were seated in a small, beautifully landscaped courtyard just beyond a pergola covered with flowering vines. The girl in pink, Blossom, was sitting off to the side reading, but she glanced up for long stretches to watch the others. Bubbles and Buttercup, in blue and green respectively, were cheering and laughing as another girl demonstrated classic ballet. The last girl was much taller and a few years older than the triplets, with long blond pigtails and a remarkably pretty face. Even from a distance Ben could see that her eyes were china blue. She wore a pink tutu and ballet slippers, and to the beat of a popular pop band playing over the stereo she danced with the grace of a swan.

"Good, she's still here," said Utonium, smiling at the ballerina. The song came to its conclusion and she ended her dance in a deep bow, bent low over her extended leg. The Powerpuff Girls applauded and whooped, and Utonium clapped a few times in appreciation.

"Professor!" cried the three girls, spotting them. The ballerina rose, turning with a smile, and in a voice that was almost nasally added her greeting of "Hi, Professor!"

"Very pretty, DeeDee," he said as the troop of girls swept down upon them. "This is Ben Tennyson, Max Tennyson's grandson. Ben, meet Dexter's sisters. This is DeeDee, Blossom, Bubbles, and Buttercup."

They made for bright and pleasing company as they sat down to a lunch of sandwiches and half a dozen different types of salad. They laughed as Buttercup constructed an immense sandwich, and Ben found himself astonished at how much the three Powerpuff Girls could eat. Until this moment, he hadn't considered how much energy they must burn on a daily basis. Even DeeDee, for all she was as skinny as a stick, devoured enough pasta salad to impress Ben. Too bad Dexter seemed disinclined to follow their example. He felt a little less self-conscious helping himself to seconds after the younger girls each started on their third plate of food. The conversation never slowed during the meal as DeeDee described her dance classes and the music she was going to require her brother to learn so he could play for her practice sessions.

"Dexter plays an instrument?" Ben asked, impressed. Music was something he listened to, but the making of it was beyond his ken.

"Mmm." Her mouth full of pasta salad, DeeDee nodded enthusiastically. She swallowed in haste to be the first to brag. "He plays the piano. He's _very_ good."

DeeDee left them soon after they finished their dessert of fruit tarts and cookies, and not much later the Powerpuff Girls departed as well, leaving Ben with the Professor. They sipped sweet tea made with fresh mint and lemon and slowly polished off the few cookies the girls had left behind.

"That was great," Ben said. "Thank you."

"The pleasure is mine, Ben."

"You said you needed a favor in your note."

Utonium poured more tea. "Yes, I do, but please feel free to refuse if you don't want to do it."

"What do you need?"

He let out his breath slowly. "I'm going to Florida tomorrow to test a new targeting system DexLabs has been developing for the next generation of Navy fighter jets. I'll be bringing my three girls with me because they're the only things fast and maneuverable enough to give the targeting system a decent shakedown. We'll be staying aboard the _Enterprise_ for a week, longer if the weather doesn't cooperate."

Ben felt a pang of envy. A week aboard an aircraft carrier? How cool would that be? Aloud he said, "Can you spare the time to go there?"

"There's no choice in the matter. In light of the invasion, the Department of Defense is pressuring all its contractors to accelerate their schedules. That's part of the reason Dexter's been driving himself so hard. These tests weren't supposed to be until September, but since he was able to finish early, Lockheed-Martin wants to put the system through its paces immediately."

"I take it Dexter isn't going?"

"Mmm . . . no." Utonium made a face. Plainly Ben had hit upon a sore spot. "He can't travel right now, and he's terribly disappointed. It's not just the shakedown on the targeting system. He wanted to study the internal structure of the aircraft carrier for a project he's planning. He's . . . a bit grumpy over the situation."

Grumpy. Ben suspected that meant Dexter was full-bore insufferable and probably raving mad that being sick kept him home. It was just a theory, but it was one Ben wasn't interested in testing.

"So . . ."

Utonium caught his drift. "So. I was wondering if you would you be willing to keep an eye on Dexter for me while I'm away."

Ben stared, open-mouthed, and it was a moment before he could collect himself. "You mean like . . . baby sit?"

"Baby sit is such an ugly term," replied the scientist, grinning, "especially when applied to teenagers. Mr. Green from Research and Development drew the short straw this time and _he'll_ be the lucky devil with the hazardous duty: making sure Dexter eats, getting him to bed at a decent hour, making sure he takes his medications, all that fun stuff. I was thinking maybe you could just stop by Dexter's lab now and then at night to make sure he's doing well and isn't working himself too hard."

"How can you tell when he's working too hard?"

"He gets cranky."

And exactly how did Utonium define _cranky_? Cranky could range from whiney to murderous.

"If you don't want to do it or you're too busy, I completely understand. I'm only asking because there are so few people I can trust to look after him when I'm away and there are even fewer people close to his age that I'm comfortable asking at all."

"And you trust me . . . why, sir?"

Utonium sat back with a faint smile, carrying his tea with him. "I know your grandfather well and I've worked with him time and again. I put faith in his opinion. He speaks very highly of you, as does General Shaan. I've heard a lot of stories about you and the adventures you've had. You've put yourself on the line and risked everything to do what's right time and again. You strike me as honest and honorable."

Ben Tennyson blushed a bit to hear himself described in such glowing terms. He cocked his head, asking, "So you told me all that stuff about Dexter getting hurt on purpose?"

"Partially," he admitted with a smile, having not a whit of shame at having been figured out. "I wanted to see if you were the type to repeat stories. I'm glad you're not."

"No, but I wish I'd kept my mouth shut the other night."

Utonium smiled understandingly, shaking his head. "Don't sweat the rally, Ben. Dexter got your note, by the way. Thank you for that. Not many people in his life have been so conscientious as to apologize for underestimating him. Plus you confused him, which is always good."

Ben was confused in turn. "How did _I_ confuse _him_?"

"By asking him to play handball. That was brilliant. You caught him completely off guard. I don't know if he'd ever even heard of the game before."

Brilliant? Him? Wait-

"Never heard of _handball_?"

"Have you ever heard of the Seven Bridges of Konigsburg?"

"Uh, no."

"Well, there you go. It's all a matter of exposure and experience. Dexter has gotten used to the company of adults since he left school. He needs to learn how to deal with children, seeing as how he's opened his corporate headquarters up to a whole army of them."

"And I'm step one?" wondered Ben.

"Only if you'd like to be."

"But . . . why me? We're nothing alike!"

Utonium leaned his chin on his hand, smiling. "Really? You're so sure?"

"Oh, c'mon, Professor! He's like this super genius whiz kid and I barely scraped by calculus!"

"Though Dexter would argue with me, there's more to life than math. You're both mature for your ages, you've both been saddled with some heavy responsibilities, and you share a common goal. You're not as unalike as you may think."

Why did things like that sound so simple and easy when adults said them? Grandpa Max probably would have said something about experience, Gwen would have said something about wisdom, and Kevin . . . Kevin would have had a snide remark about Ben running a daycare center for geeks in glasses. Without straining Ben could think of a dozen people that shared those exact traits with him and Dexter. They had a few aspects in common and nothing more, and yet Utonium seemed confident that Ben was the one to get through to one of the smartest people on the planet. He stared at the older man, at his serene and assured smile and the gentle, knowing light in his gray eyes.

"You're serious."

"Completely. Ben, this war isn't going to be over quickly or easily. You and Dexter are both going to be very deeply involved with almost every part of it. It will be better for him and you and the earth if all the foremost leaders can cooperate on more than one level. Right now Dexter's not in position or condition to do anything but try to get over this infection. He's working too hard. Unfortunately, given the current situation and pressure from the Plumbers and the Department of Defense, there's only so much I can do to get him to slow down and step away now and then."

"You think he's gonna listen to_ me?"_  
_  
_"Not at first. If you stick to it, though, and get past his defenses, I think you'll be surprised. I was."

Staring off into middle space to think, Ben would be surprised if he survived so long. Still, the Professor had a good point - they were the leaders here. Not only did they have to set the example, but for the sake of this war they needed to get along and trust one another. If Dexter couldn't make the first move, it was up to Ben. He sighed, looking at Utonium.

"How will I get to his lab?"


	5. Try, Try Again

**Chapter Five: Try, Try Again**

A giggling girl who carried an oversized purple weapon that looked like a hair dryer gone to the dark side and wore a gigantic butterfly strapped on her back waved a last, hopeful good-bye as the elevator doors opened to the main atrium. Ben responded vaguely, never more glad to be rid of another person in his life. She must have been allergic to silence and had laughed at nothing when she wasn't chattering pointlessly or trying too hard to flirt with him. Following close behind her was a short, chubby, red devil in a baseball jersey and cap that smelled faintly of brimstone and who had done everything in his power to make them aware of the fact that he was not wearing pants. He had been supremely annoying, but at least he had not giggled endlessly. Well aware of Ben's disgust, he waved and tittered just like the girl before bouncing off to find someone else to badger. The teen watched them go and said a prayer for the earth.

The elevator doors closed without a sound and Ben Tennyson let out a long sigh of relief in appreciation for the sudden peace and quiet. Finally! Finally he was alone. He had been riding up and down for the past half hour to get this particular elevator to himself. Even late at night DexLabs HQ was hopping and he was out of excuses for not getting off the elevator. Plan B had been to turn into Swampfire and drive everyone out by the Methanosian's noxious smell.

Pulling out his ID card, he slid it into the small slot below the numbered buttons that he had been staring at the whole time. Would it work? Professor Utonium had said he would talk to DexLabs Security to allow him access to the lower levels where most of Dexter's laboratories were housed.

"_Dexter usually works on levels nine and ten; they're connected inside the lab. Twelve is mostly storage and eleven houses the generators and reactors. The main entrance is on nine, and he has living quarters there, too, though he rarely uses them. He stays there when the girls and I are in Townsville or when he wants to escape DeeDee."_

"_Why so removed from everything?"_

"_He works best alone."_

Ben held his breath, praying no one came into the elevator right now and forced him to endure another boring spell of ups and downs and giggly fan girls. There was a soft 'ping' and suddenly the lights on buttons one through twelve turned from white to blue and the doors were locked against anyone else joining him. Ben found himself grinning in delight. The Professor had come through.

"_Don't tell anyone about being allowed this access, Ben. People will find out eventually, but let that happen its own."_

"_What about Dexter?"_

"_I leave his enlightenment to your discretion."_

"Well, here goes," he muttered, and hit the button for level nine.

Instantly the elevator dropped downwards so smooth and swift that the motion was almost undetectable. When the doors opened, Ben was taken aback. For the first time in DexLabs headquarters the space was not uniformly white and brightly lit. Instead the elevator lead to a hall cut out of the bedrock below Downtown. Ben let out a little sigh of admiration, reaching out to touch the smooth rock surface. The place was an engineering masterpiece.

Remembering the last time he had gotten lost in this building, Ben looked around for a landmark to allow him to find the elevator again. There was not much to go by. Great. With his luck of late, he would probably wander around until he starved to death. Then again . . . there were not too many places to get lost. To his right the hall terminated a hundred feet down and he could see only one turn off from the left.

_"How will I find the lab?"_

_"Trust me, you can't possibly miss it."_

Left it was, then. The hall turned and opened up to a vast room that had nothing in it but a massive blast door covering almost the entire wall to his right. He stepped back to get a good look at it. Dexter certainly took his security seriously. The gleaming metal surface was emblazoned with the DexLabs logo, a stylized 'd' with the symbol for infinity in the center. Looking a bit closer, he realized the infinity was actually a mobius strip, a one-sided form. Interesting. Briefly he wondered if Dexter had done that just to see if anyone would notice. Well, he had, and Ben felt a bit better for it.

He stared at the blast doors . . . and stared . . . and slowly it dawned on him that he had no idea how to get past them. He was so keen on getting _to_ the lab that he had completely failed to ask Utonium how to get _in._

And darn it, Utonium hadn't bothered mentioning it, either. Another test? Or just an oversight? Somehow he suspected oversights were few and far between for a man that was president of one of the most successful international companies in the world.

A small groan escaped him. He looked around, but he saw nothing resembling an intercom or a means of opening the doors from out here.

Wrong floor, maybe?

Oh, who was he trying to kid? He had no idea how to get inside and these doors were not made to be warm and welcoming.

_"Professor, won't Dexter be mad if I just barge in on him?"_

"_Probably, but his temper doesn't last very long."_

"_Uh . . . it's those moments that it does last that worry me."_

Feeling foolish, he reached up and knocked on the door. "Hello?"

The only answer was his own voice echoing back at him. He sighed. It was late. He was tired. And now he was getting annoyed. He was doing Utonium a favor - Dexter, too, even though boy genius had no clue. He should be meeting with better cooperation than _this_.

"Oh, the heck with this!"

He yanked up the sleeve on his arm and dialed the Omnitrix. With a little smirk of self-satisfaction, Ben Tennyson slapped his hand down onto the control. Instantly green energy swept over him, enveloping and engulfing him, changing him at the very core of his being . . .

"_How come so many people say he's . . . I dunno . . ."_

"_Abrasive? Difficult? Impossible?"_

"_That, too."_

"_It's defensive on his part. There haven't been very many people in his life that look at him and see the boy before they see the genius."_

"_I guess that would be frustrating."_

"_It is. Very. But don't worry. You definitely didn't make that mistake."_

"_Thanks for reminding me." _

He swept into the air, wings wide. _"Big Chill!"_

He could have eaten through the door in this form, but Ben suspected such a gesture would not be appreciated. Instead he phased through the metal, leaving an icy trail of frost behind him as he passed through twelve feet of steel and concrete to the heart of DexLabs.

Ben had done some stupid and foolhardy things in his time, and while trying to approach Dexter from behind was not the top the list, it was pretty darned close.

Big Chill materialized into a large, cool, open space . . .

And all hell broke loose.

White lights, blinding bright and burning hot, flared to life from three separate directions. The Necrofriggian let out a shout of pain, hiding his sensitive eyes. Alarms that were loud enough to deafen blared out and a calm feminine voice echoed through the room.

"_Warning! Level three breach of main blast doors. Warning! Level three breach of main blast doors. This is not a drill. Repeat, this is not a drill."_

He landed clumsily, blinded by the glaring lights, and instinctively wrapped his huge wings around him for protection. Big Chill squinted and tried to focus as a shadow blocked one of the streams of light.

"Alarms off!" shouted a voice, and the sound stopped so abruptly it was like a physical blow. "Spotlights off! Computress, enough!"

The lights were extinguished. For a long moment the normal lighting seemed like darkness and he leaned over, handing his head as he rubbed at his eyes, trying hard to see. Rapid footsteps approached, rubber soles making soft slapping sounds on the metal floor. A faint whine of something powering up reached his antennae, and when he lifted his head the Necrofriggian was staring straight down the barrel of the nastiest-looking laser gun on the planet. He looked past the length of the multi-barreled gun and saw red hair, pale skin, and furious blue eyes backing up the firepower. A Russian accent rose above the sound of a null-void laser building up to maximum charge.

"What are you doing in my laboratory?" demanded Dexter.

Big Chill drew back, catching only every third word. "Your _what?"_

"My laboratory!"

His accent made the words almost incomprehensible – the 'o's were impossibly long and the 'r's were rolled and in all his life Ben had never encountered such pronunciation of the English language. He had no idea of what the heck the kid was yammering on about.

He powered down the Omnitrix. Dexter's eyes grew wide with fleeting surprise and then hardened again, the gun lowering to compensate for Ben's shorter form.

"Your what?" he wondered again.

"_Professor, why does he have a Russian accent?"_

"_Uh, we haven't quite figured that out yet. He doesn't hear it, though."_

"My laboratory," Dexter snapped. "What are you doing in here, Mr. Tennyson?"

"Your labor – oh! Your _lab_! Oh, I gotcha now!"

Dexter stared at him, fed up in record time. "Computress, a transit beam, please. Target approximately three yards in front of me, destination alpha. Commence operation when the landing site is clear."

He yanked the gun back, pointing it downwards as he stepped away from Ben. The older boy strode forward.

"Hey, Dex, I just wanted -"

There was a flash of yellow light and suddenly Ben was walking through the nearly empty atrium. He staggered to a halt, astonished.

"Hi, Ben!" chirped Billy, running by.

Ben gaped after him. A few more people glanced his way but he ignored them, looking down at himself to make sure he was all here. What the heck had just happened?

"Oh, he did not just do that."

His ire was on the rise. Ben had been trying to apologize and he had been _dismissed?_ Cranky or not, genius or not, billionaire or not, that was not cool.

_"He's got a mind like a steel trap at times. If you're right about something, you can't take 'no' for an answer or he'll steam roll you. Sometimes he needs to be bludgeoned with facts for them to sink in."_

_"Is he ever wrong?"_

_"Occasionally, not that he'll admit as much."_

He stomped right back to the elevator all the way on the end and got right back inside. Luckily it was empty, because otherwise he fully intended to throw everyone out by force if necessary. His ID worked to turn the lights on the buttons blue again, and he stabbed the button for level nine with unnecessary force.

Five minutes later he was activating the Omnitrix and Big Chill phased through the blast doors once again.

This time he was ready. The moment the alarms sounded (accompanied by what sounded like a curse with a Russian accent) and the lights came on, he swapped forms.

"_Jetray!"_

Deep inside the lab, Dexter whirled, his hand reaching for the laser when the orange-red claws of an Aerophibian clamped down on his wrist before he could touch it.

"Now what?" he demanded as the alarms wore on.

"That was rude!" hissed Jetray.

Dexter twisted free of his clammy hold. His expression was cool. "What were you at the rally, Mr. Tennyson?"

He powered down the Omnitrix, resuming his human form. "Okay, I was out of line! But at least I -"

"Get out of my laboratory. Computress! Destination alpha one."

This time when he materialized in the atrium, he was about a foot above the floor. Ben gave a yelp as he hit the ground and he stumbled to keep from sprawling.

"Hi, Ben!" cried Billy, running back the way he'd come.

Slow, burning anger was taking hold of Ben.

_"He's stubborn, arrogant, egotistical, and impatient."_

_"You're not painting a very pretty picture."_

_"I love Dexter dearly, Ben, but I'm not blind to his faults. At the same time he's also kind, affectionate, loyal, and witty. He values his friends very highly, and he's rarely stubborn, arrogant, egotistical, or impatient with them."_

_"How do I get past the first list?"_

_"Beat him at his own game."_

Stubborn, huh? He would give the little beast stubborn. Ben marched right back to the elevator, tossed out a few KND operatives with an order to go to bed since it was after midnight, and went straight back down to sub level nine. Through twelve feet of steel again, and back into the laboratory he went.

This time he called upon Echo Echo. No way Baby Einstein was going to be able to get rid of dozens of Sonorosians in one shot. The small aliens scattered, splitting and cloning themselves until they were thirty or so strong, darting about the lab amidst the same alarms and lights and warnings. A few of the Echo Echos could see Dexter at his work station. He stiffened at the claxon, and then his shoulders slumped, and then he looked heavenwards with a sigh. Swiveling about in his chair, he barked,

"Alarms off! Lights off! _What do you want, Mr. Tennyson?"_

The nearest three Echo Echos replied in unison. "I want to finish a sentence."

"Fine," snapped Dexter, glaring down at him. "Talk."

He dared to power down the Omnitrix again. Dexter watched the working of the alien device with great interest, but said nothing, waiting for Ben to have his say before he could throw him out again and try to get some work done.

"Are you always this friendly?" demanded Ben.

Dexter glowered. "No. Do you always harass people that are trying to work?"

"Yeah. What are you working on?"

That was not the response Dexter expected. Behind his tinted glasses, his eyes grew wide, then narrowed sharply. "I'm entering the results of the first trial run of the new transit beam on organic material."

Ben blinked, then blinked again, realization dawning. "Wait a minute! You just used me as a lab rat?"

He was completely unrepentant. "Twice. I knew it would work."

"How do you know?"

"It's what I _do_, Mr. Tennyson."

"Will you cut it out with the mister? My name is Ben!"

"As you wish."

"You could have killed me!"

His expression was smug. "If that were even a remote possibility, I would not have used the beam. I would have trapped you in a force field and held you until security could come and remove you."

"Good luck with _that_, pal!"

"Would you like me to try it now? Or would you prefer to be in the atrium again?"

"Will you just cut it out with zapping me? I just wanted to apologize!"

He hesitated for an instant, and his tone was considerably less aloof as he said, "I got your letter."

"Yeah, well, I wanted to make sure my apology was accepted."

"What?"

_"His intelligence outstrips his age. Intellectually he's a grown adult with about eight or ten doctorates to his name. Emotionally, he's just turned thirteen. It's hard for him to find balance between the two. He's not always successful. Most people expect him to be as developed emotionally as he is intellectually and that's just not the case."_

_"That's not fair."_

_"No, it's not, and that's a large part of the reason he's so introverted."_

Ben gave him a stern look. "It's important to me."

Dexter just stared at him.

"I know what it's like to be misjudged," he finished.

Still, Dexter stared. The intensity of his gaze was disconcerting. Ben suddenly knew what the Professor meant when he said that Dexter was an adult in a child's body.

"Can you open the doors this time? I'll let you get back to work."

A pause followed, and then the redhead pressed a button on his work station. Immediately the various levels of the blast doors began to open.

"Thanks." He turned and headed for the exit as Dexter got back to work.

"Apology accepted."

He glanced back at the softly spoken words just as Dexter looked up from his computer. Pale, thin, hollow-eyed, Ben was forcibly reminded that this boy was recovering from a long and wearying infection and this confrontation with Ben had probably cost him a great deal. Instantly Ben knew that this kid needed friends, needed to get out, and needed a break from the crushing pressures of business and war and the business of war. In short, he needed to be a kid for a while.

"Good night," said Dexter firmly, plainly inviting Ben to make himself scarce.

He gave Dexter a quick half-smile, hoping this meant progress.

"'Night, Dex."


	6. Bravo, Board, Boom

**Chapter Six: Bravo, Board, Boom**

". . . so, she was sweet, I'm talkin' like honey, and she was really wild for me. Then I told her I was comin' here to Downtown to help fight. She wanted to come and take care of my socks and head my fan club, but I was like, 'Whoa, pretty momma! This is war, baby, not any place for anything as perfect as you.' I broke her heart by leavin', but this is man's work, man."

Maybe it was him, maybe it was this elevator in particular, but every time he was in here, Ben was accosted by the strangest people. Tonight was no exception.

The tall man with sculpted blond hair and sunglasses and an accent that made him sound like Elvis was chatting away in Ben's direction and acting as if the teenager actually cared about his egotistical ramblings. A few heavily armed, very capable-looking girls in jack boots and skin-tight outfits were glaring their way and Ben desperately wished the idiot would get a clue and shut up before he got them both killed. Space was limited in the elevator, and each time Ben tried to put more distance between himself and the self-appointed lady's man, the guy just followed. His every motion was accompanied by a dramatic pose and a flex of muscle, and he seemed to think every female who clapped eyes on him was instantly enamored because he kept throwing 'come hither' looks at the disgusted girls. At this speed, Ben expected that at worst Johnny Bravo would be found dead by the morning, at best beaten into unconsciousness with rifle butts and kitten-heeled boots.

Mercifully the elevator slid to a stop and the doors opened. In mid-pose Johnny whipped around, slack-jawed.

"Oh, momma! I think I'm looking at the future Mrs. Bravo. She wants me! Can't disappoint her! Stay cool, ace!"

He sped out of the elevator and vanished into the atrium. The girls grumbled and filed out. Ben silently hoped that Bravo had spotted Mandy, his imagination of Johnny's fate supplemented by the last horror movie he and his girlfriend Julie had watched.

He was almost successful in securing the elevator without resorting to the Omnitrix when a small, grubby boy in jeans and t-shirt darted in at the last moment. He carried a stack of photocopied pages and promptly thrust one into Ben's hands.

"Have you seen him?" he demanded, looking on the verge of tears.

Ben glanced at the paper and the photo copied onto it as he hit the button for the second floor. It was a crude, hand-written missing poster for –

"It's a board."

"It's Plank!" insisted the boy. "Plank! He's missing! You gotta help me find him!"

"I'll . . . I'll keep an eye out for him," Ben promised, shoving the paper into the pocket of his jacket.

"He's the king of the cul-de-sac! He's my best friend! He disappeared this morning," raved the boy. "I just know he's been captured by Fuse!"

"Uh-huh."

"There's a reward! Look!" Another copy was waved in his face.

"Good! Hey, look! Here's your floor!"

The doors opened and he hustled the boy out, yanking out his ID to lock the elevator before anyone else tried to get on. If push came to shove, he was fully prepared to turn into Goop and fill the elevator with green slime not far removed from snot to get it to himself.

"Sheesh!" he exclaimed, tempted to bang his head on the wall. "What a crew!"

But then he fit right in, he mused, considering the fact that he was heading right for Dexter's lab. On purpose, no less.

Sub level nine was exactly as he remembered from last night, but to his surprise the blast doors were wide open. Suspecting the worst, remembering the lights and alarms and looking down the barrel of a null-void, Ben proceeded with caution. The lab was lit only by lights and panels and screens on the equipment that filled the place from floor to ceiling.

"Wow." Ben came to a halt, staring. He had been too preoccupied last night to notice his surroundings. Every surface was gleaming stainless steel. Banks of computers and equipment, experiments and weapons lined the walls. Along the far wall, visible in the shadows, stood a row of robots and exo-suits ranging in size from tiny enough for the likes of Dexter, all the way up to two or three stories high. Banks of laser weapons – everything from handguns to the familiar craziness used by Earth's Combined Forces to turret-mounted howitzers – gleamed threateningly from the shadows. Strange, faintly familiar items littered a few work tables, and there were so many tools and machines for fabricating equipment that Ben couldn't help but think of Kevin. He would be like a kid in a candy shop if he ever got this deep into DexLabs.

Why were all the lights off? Now that he thought of it, the lab had been very dark last night, too, once Dexter had turned off the spotlights. Once his eyes adjusted to the multicolored twilight, Ben could see quite well and over the hum of machinery. It was very cool in here, too, almost cold, and he remembered that Dexter had worn a turtleneck sweater even though it was July. Small wonder he bundled up.

Feeling like a bug on a plate, Ben advanced deeper into the lab. Over the hum of computers he could detect another layer of sound off in the distance.

"Uh, hullo?"

"Hello, Ben Tennyson."

He jumped a foot in the air as a feminine voice answered from behind. He whirled and found himself faced by a sleek and silvery robot that was undoubtedly built to be female. She hovered over the floor on a beam of blue light and her face held a surprising amount of expression.

"Hi," he said. "Um . . ."

"I'm Computress. I'm Dexter's computer."

He recognized the name from last night's fiasco. "Oh. Wow. Nice to meet you. Sorry if I bothered you guys last night. Umm . . . the doors are open?"

"We're expecting a delivery. It's very nice to meet you as well. Professor Utonium was very pleased when you agreed to keep an eye on his son."

"I got the feeling he's pretty worried about him."

"In more ways than one."

"What do you mean?"

"Professor Utonium is trying to keep Dexter from shutting himself completely away from the rest of the world. Dexter has his reasons for being a recluse, but he also needs friends close to his age and companionship outside the laboratory. That's why Professor Utonium was so glad to finally meet you. He thinks there's a great deal you can teach his son."

Ben blinked in astonishment. Utonium wanted _him_ to teach _Dexter?_

Computress paused. "I have to go. Excuse me, Ben Tennyson. It was a pleasure meeting you. I hope we get to talk again soon."

It was only when she flickered out of sight that Ben realized she was a hologram. He smiled faintly and said, "Later."

He tried to aim for the source of the sounds and presently he spotted some activity. His wandering route brought him to a railing overlooking the lower level of the lab, and there below was Dexter. There was no mistaking that hair or those bright purple gloves. Before him was a long metal table loaded with chemistry equipment straight out of a mad scientist's B-movie lair. Beakers and crazy-looking containers boiled over Bunsen burners and he could not begin to name half the equipment in use. Watching Dexter fuss for a few minutes, Ben immediately thought of a master chef working in a kitchen. He was so focused and intent that it was almost comical.

Dexter lifted a narrow-mouthed flask full of something orange to eye level and began to measure in liquid from a test tube. For a moment he seemed to notice he was not alone – Ben could have sworn the kid looked up and saw him – and so Ben waved and called,

"Hi, Dex!"

Mistake.

Dexter jumped, startled, and the motion caused him to dump the contents of the test tube into the flask. The reaction was instantaneous: the stuff in the flask turned a rancid green color, gelled, and began smoking all at once. A sound of _woosh! _followed a moment later as a cloud of oily green vapor shot up at the boy genius like a Roman candle, breaking the flask and every other piece of glass in a ten-foot radius, spilling more fluids. Alarms activated and huge overhead fans sucked up the offending stench with so much force Dexter's clothes and hair whipped about.

"Oh . . . crud," Ben said very, very softly as part of the table dissolved beneath the combined chemicals spreading out across it. The floor started to smoke as liquid dripped down from the hole in the table.

The boy reeled back, coughing but upright, and then his shoulders slumped as he realized what had happened. In his hand he still clutched the stem of the shattered flask. Overhead fans sucked away the last of the smoke and vapor and the alarms silenced. He stood there, staring open-mouthed at the mess strewn before him.

Ben found some open metal stairs down to the lower level and he took them two steps at a time, rushing across the floor.

"Dexter! Dex! Are you okay?"

In an angry gesture, he threw the bit of broken glass onto the table, adding a bit more to the mess. With both hands he reached up and pulled his goggles away from his face, settling them on his now oily green hair. A faint cloud of dusty vapor the color of mold rose up with his every motion. From the waist up his coat was green and his gloves were a ghastly shade of puce. Only his eyes, protected by the heavy goggles, had escaped the power coating. He glared heartily at Ben as the older boy stumbled to a halt.

"Are you okay?"

"Is DeeDee giving you private lessons in annoying me?" he demanded.

"I'm sorry! I thought you saw me!"

Dexter sighed, knowing Ben's concern was genuine. "You seem to spend a lot of time apologizing. How could I possibly see you with the laboratory so dark?"

"Why is it so dark?" wondered Ben.

"Right now it has to be." He turned back to the wreckage and gestured helplessly, his hands falling to his sides. "That was a week's work." He put a hand to his head and then realized his gloves were wrecked when he smeared the green coating about. With a growl of annoyance he peeled the goggles off, dropping them on the floor. His coat followed, then the gloves. "Computress!" he snapped, and a hologram identical to the one that had spoken to Ben appeared. "Run a full analysis of the chemicals dissolving the work bench. Get this cleaned up and decontaminated and get a crew in here to replace this equipment."

"Right away," promised the super computer. "The compound coating you is non-toxic but will require something acidic to remove it without staining. I suggest vinegar or lemon juice." She promptly vanished again.

Dexter sighed and shook his head. He looked much smaller in solid black. Still seething with annoyance, looking ridiculous with his hair and face green, Dexter folded his arms across his chest and turned on Ben.

"What do you want now?"

Ben gestured at the mess he'd caused, wincing as the table gave way and collapsed in a shower of broken glass and equipment. "Can I help in any way cleaning this up?"

"No. It's too risky. That's what I have robots for."

"Honestly, Dex? I just wanted to see how you were doing."

Dexter shook his head, confounded. With a frown and a derisive tone he demanded, _"Why?"_

Ben stared at him, wondering how anyone as nice as Professor Utonium had ever survived this high-strung little beast. "I'm beginning to ask myself that same question."


	7. Green

**Chapter Seven: Green**

"Hold the elevator, please!"

Ben reached out and stopped the doors from closing as a tall, slim, green-skinned man with long black horns growing out of his head came hurrying down the hall. He wore an open white lab coat over clothing that looked almost like a uniform, and in his hands he carried a tray of covered dishes. His clothes flared out dramatically as he moved and his white hair whipped up as if caught by a wind and he seemed to be moving in slow motion even though he made good time. Apparently it was a demon thing because no one else in the hall seemed to be so affected. The delay allowed half a dozen other people, including some KND security officers and a talking cow in a tutu, to crowd into the elevator as well. Ben tried not to let his annoyance show. It was getting late, he was weary and hungry and he was tired of processing paperwork and dealing with teenage egos and drama mavens and girls that didn't care that he had a steady girlfriend. Food, a shower, and sleep, preferably in that order, were his only priorities right now.

"Has anyone seen Chicken?" asked the cow. "He's my brother."

Odd looks were exchanged throughout the elevator, but no one replied for fear she'd keep talking. The olive green demon looked askance at them, plainly glad he was not involved, and held the tray a little further out of range. If this elevator opened up in the deepest pits of Hell, Ben would not have been even mildly surprised. He caught a whiff of marinara and his stomach abruptly seemed to think that now was a good time to grumble.

"Have you seen him?" asked the cow, pushing her nose into Ben's face. "He's a chicken."

"Uh, not that I know of," Ben responded, wishing there was space enough to edge away, but the cow was jammed in close beside him and everyone else was toting weapons of mass destruction or trays of food. He was desperately glad when the doors opened and the children and animals filed out. Ben motioned for the demon to precede him.

"Oh, no," said the green-hued man with a friendly smile. His face was long and angular and deeply scarred, though he looked as if he smiled often. He wore a patch over one eye and the other was dark red. His voice was very smooth and almost soothing. "You go right ahead."

He was stalling. Having spent the past few days doing exactly that, Ben recognized the technique. The demon must be going down to the laboratory. Ben had doggedly avoided thinking about his latest run-in with Dexter all day. He had his fill of that kid and his attitude and glares and superiority and temper tantrums, having been on the receiving end of all these charms last night. At the earliest opportunity he fully intended to tell Utonium thanks but no thanks, you can keep your little brat.

Suddenly a beep emanated from a comm unit on the demon's wrist. He smiled, trying to ignore it, but it beeped again louder, then louder again, growing shriller at each repetition as if it was getting angry at being ignored.

"Would you mind?" the demon asked, nodding at the tray filling his hands.

"Huh? Oh." Ben took the tray from him. It weighed a ton. The elevator doors closed.

"Thank you." He immediately pressed a button on the device and said, "Yes, sir?"

_"Mr. Green,"_ said a very tired, very heavily accented voice, _"are you on your way down here?"_

Ben tried to hide his surprise. Dexter sounded beat and his words were almost slurred, as if he was in pain. Mr. Green cast Ben an uncomfortable look and said,

"Yes, sir, I'll be there in a few minutes. Are you in your rooms?"

_"I'm going back to the laboratory now. I have all my homework done including the essay on_ The Revolution of the Celestial Spheres_."_

"I'll collect your work and deliver it tomorrow."

Homework? Dexter was smarter than the combined population of New York and he still had _homework?_ Ben let himself be boggled at the notion.

"_Thank you._ _I'll see you in a few minutes, then."_

As he took the tray back, Mr. Green gave Ben a long, steady look, clearly unhappy that he had overheard the whole conversation since it was impossible to mistake that over-the-top Russian accent. For a moment Ben was still, guilt and aggravation waging war in his conscience (aggravation being cheered on by his food-deprived stomach). He had promised Utonium. If he threw in the towel now he would never know what the Professor had meant when he said Dexter was worth the fight, and he would have to tell the man that he was giving up.

Besides, he had seen with his own eyes that beneath that arrogant exterior there was a very human, very ill boy who had started fighting this war long before anyone else even knew that Planet Fusion was targeting the earth. Utonium was right. Like it or no, like each other or no, they _needed_ to get along and work together. If he gave up now, Ben would end up with a two-fronted war: one in the field, the other in headquarters.

And if nothing else, Benjamin Tennyson did not know when or how to quit.

With a wry look at the demon, Ben produced his ID. Shoving it into the slot below the buttons, he inquired, "Going down?"

"Ah! So _you're_ Ben Tennyson," said Mr. Green with a knowing smile. It was evident he knew about the favor Utonium had asked of the teen, because he added, "My backup."

"That would be me," he replied in a surly voice, pressing the button for level nine.

"Go to ten. That's where his work station is," corrected the demon. "I'm Mr. Green, one of Dexter's tutors. Professor Utonium told me you might be stopping by to check on Dexter. You were quite the topic at breakfast this afternoon."

"I'm kinda surprised _I_ wasn't breakfast."

Green chuckled. "Oh, come on. Dexter can't compare to some of the creatures you've faced."

"Wanna bet? Smart is a lot scarier than vicious. Take it from an expert."

"You've just caught him at a difficult time."

That was an understatement. "Sorry if I got him wound up the past few nights."

"From what he told me, he wasn't the only one wound up. It worked out well because so much excitement wore him out and he slept most of the day through. So I owe you some thanks. He needs the rest badly."

"How is he doing? I know he was hurt and that he's been sick."

"As well as can be expected, given the fact that he won't slow down. He's been on a creative tear lately. When that happens we have to just stand back and let him ride it out regardless of the cost."

The doors opened on level nine and they waited for them to close and take them down to the next floor.

"Why can't you slow him down?" wondered Ben.

Mr. Green smiled, but the expression didn't reach his dark eyes. "You can't dictate genius, Ben. There's no turning it on or off, so we have to make the most of the opportunity."

"I know the feeling, sorta," Ben replied, thinking of the responsibility that accompanied the Omnitrix.

The elevator stopped but the doors did not open.

"Hit the open doors button, then 3-1-4-1-9-5," instructed the demon.

Ben obeyed and the doors slid open.

_"Pi?"_ he squawked.

"It's as easy as that," chuckled Green.

"I wish I'd known! I tripped the alarms three times the other night!"

"Oh, I know. So does security. Safety tip for dealing with science nerds, Mr. Tennyson: always ask _very_ detailed questions before starting a new project."

"Yeah, I'll keep it in mind."

He followed the billowing coat and whipping hair down a short hall and around a corner and suddenly the whole lower level of the laboratory was open before them. Green knew where he was going and did not wait. After a moment or two of gaping, Ben hastened to catch up with the demon. He spotted Green in the center of the lab at a compact work station that was boxed in on three sides by computers and equipment. In all his days Ben had never seen so many buttons and flashing lights, not even on Vilgax's starship, the _Chimerian Hammer_. How could Dexter possibly know what all these things did?

The tall demon had set his tray down on the station and was talking softly to the boy seated there. Dexter leaned his head heavily on his hands and as Ben watched, he pulled off his glasses and rubbed his eyes. Rather than disturb Dexter's dinner, Ben held back and listened to them banter

"Vegetable lasagna," announced Mr. Green, lifting the cover off one of the plates.

Dexter squinted at the food. From what little Ben could make out, he was pale as a sheet and looked perfectly miserable. "Who made it?"

"Who do you think?" countered Green in a teasing tone. "Professor Utonium. I wouldn't serve you anything less. He wants to make certain that you _eat_. Now come on - antibiotics first, dinner second."

Dexter sighed and choked down the handful of sour pills. "They're on the _Enterprise_. Blossom sent me an email."

At the blatant resentment in his voice, Green replied, "Well, just remember what a rotten sailor the Professor is. He was probably seasick in the port. He's not going to have a minute of fun and I'd bet he's greener than I am right now."

Dexter chuckled a bit at the reminder and began poking at his food with little enthusiasm. "I just wish I could have gone with them."

"I know, Dexter, but you don't need to be there for the testing."

Tersely he said, "The targeting system works perfectly. Do you actually think we'd let them test it on my sisters otherwise? Please. I just wanted to see the superstructure of the _Enterprise_. I can't go ahead with the design for the _Terror_ until I do."

The demon was not in the least put off by his tone. "I'm sure we can arrange for you to go crawling around the superstructure of another aircraft carrier when you're better. Why not work on the buoyancy system until then?"

He slapped his fork down in frustration. "I can't do that until Dr. Weiss gets back to me with the stress tests on the non-magnetic steel, and he's too backed up by production of the armaplate for the Plumbers."

"Then work on the _X-1 August_."

"I can't be in the production facility now because of this medication," he replied, his voice sharp. "And the sealant around the engine housing is faulty. After last night it will be another week or more before I can figure out why it became brittle so quickly."

Smoothly Mr. Green replied, "In other words, nothing will get done until you get better and you won't get better until you start to eat more. So eat."

The logic was inarguable, though Ben was fairly certain that Dexter could argue any topic to death if he really wanted. With a sigh Dexter picked up his fork again and slowly began to work his way through the lasagna. Ben had never seen anyone tackle a meal with so little enthusiasm. He hadn't quite realized or appreciated the amount of pressure Dexter was under not just from this fledgling war, but from being the owner of a corporation as vast as DexCorp. Green gave the boy a few minutes to eat, stepping to another station to check through the stack of paperwork that must have been the homework Dexter had mentioned earlier.

"What did you think of _The Iliad_?" he asked conversationally.

Dexter swallowed hastily. "It was much better than _The Odyssey_."

"What did you feel was the underlying conflict?"

"Infidelity, starting with Zeus and working its way down through the ranks."

Green's eye grew large and he looked up in surprise. "Oh, I'm definitely going to have to read _that_ essay."

The redhead made a little sound in his throat and smirked at his teacher's tone. Ben found himself smiling as well.

"How's your headache?" his tutor asked casually.

He grumbled and shook his head.

"Could you do with some company?"

Dexter frowned. "Please not DeeDee. Not now."

"Not up to a recital?"

"No."

"You haven't learned that music yet, have you?"

"No."

"Haven't even looked at it, have you?"

"No! And don't tell her that, either!"

"Don't worry. It's not DeeDee."

Dexter growled in annoyance, but nonetheless poked under the other covered dishes and found a plate of cooked broccoli. He gestured at it with both hands and glowered at the horned demon for withholding his favorite food. Mr. Green countered with stubbornness, folding his arms and looming tall over the seated boy.

"Your father would be completely furious if I let you eat your dessert first."

"This is _not_ dessert."

"For you it is," Green replied.

"Are you picking on me?"

The demon grinned fondly, showing ivory-white fangs. "Yes."

Dexter actually smiled, his mood improving at the gentle teasing. "What company, Mr. Green? Number Two isn't trying to get in here again, is he?"

"No, he's switched his fan affiliation to the Professor."

"Small blessings, I suppose. For me, at least."

"He's still trying to get an appointment to see you."

"No." He waved a piece of broccoli at his teacher. "What the KND consider technology and what I consider technology are not exactly on the same plane. I hardly have time to deal with Number Two's notion of science. KND shoot mustard. I shoot laser cannons."

Ben clapped a hand over his mouth to keep from laughing aloud. Dexter ranted on.

"I erased that idiot Twenty-Seven's memory of me four times and they kept sending him back. Dolts. I want nothing to do with the claptrap they call technology."

"They're highly innovative," defended the demon.

"Perhaps, but they also regard condiments as projectiles. Most of their battles are food fights."

He could not help it. A snort of laughter escaped Ben. Dexter heard, though with the laboratory's dim lighting and without his glasses on he did not have a chance of seeing far past his nose.

"Mr. Green?" he demanded suspiciously.

"I just bumped into someone you know on the way down." He waved Ben over to join them. "I brought him along because I thought you might enjoy someone else's company for a while."

Dexter closed his eyes with a sigh, guessing the truth as he recognized the bright green of Ben's jacket as the older boy approached. "Mr. Green?"

"Hmm?"

"You're fired."

With an amused smile the demon replied, "You can't fire me. I work for the president of DexCorp, not you."

"I can try," the boy muttered.

Ben drew nearer to the work station. Mr. Green took a rolling chair from one of the other stations and moved it across from Dexter, gesturing for Ben to sit. From the tray of food he produced a plate of cookies, which he set on the work station before returning to his perch to look over Dexter's homework.

"Hey, Dex," Ben said quietly, dropping into the seat. He gazed at the younger boy, sympathy washing over him as he took in his obvious exhaustion and discomfort. "How are you feeling?"

"Awful," snapped the Russian accent. He made no attempt to disguise his feelings on the matter, but Tennyson just rolled with it.

"Yeah, you look done in. So what's the _Terror_?"

Ben was on the receiving end of a long, assessing, narrow-eyed look. He felt as if he was under a microscope, but he realized after a moment that the intensity of the look was due in part to the fact that Dexter's unassisted vision was terrible and he was squinting in an attempt to see Ben clearly.

"Have you read any of the works of Jules Verne?" he asked presently, picking at the vegetables.

"No, but I've seen a few movies based on his stuff," Ben replied, glad that there was no mention of last night's debacle. He suspected Mr. Green's smooth and calming presence was going far toward keeping that red-hot temper in check. He was a good counterbalance to Dexter's sharpness.

The owner of DexCorp made a face, dismissing the movies with an impatient wave of his hand. "The _Terror _was an all-purpose vehicle that was the masterwork of Robur from the novel _Master of the World_. The battle cruiser I'm designing is named for that vessel."

"Battle cruiser?" echoed Ben.

"We are at war, are we not?"

Ben felt himself frown. "Dex, do you make anything that isn't geared toward blowing things up?"

Coolly he replied, "Yes, I do, but only when I have the luxury of peace. Until the earth has beaten back Fuse, I'll make weapons."

"I didn't mean to criticize. It's just even with a war on there's a bit more to life than work."

The redhead huffed a small laugh. "You sound like Professor Utonium."

"I'll take that as a compliment." Ben grinned as he helped himself to a cookie. "Thanks."

Dexter hesitated, gauging Ben's reaction, considering his presence and persistence, and gradually relaxed a little. He speared another piece of broccoli. Softly he said, "I meant it as one."

Ben leaned on his hand. "So you like science fiction? Ever read _War of the Worlds_ or hear the radio show of it?"

"Radio show?" wondered Dexter, unwittingly opening a whole new can of worms.

Over to the side, Mr. Green smiled knowingly as he pretended to read through Dexter's essay, listening to Ben expound on the presentation that had panicked America back in the 1930's. Professor Utonium had been absolutely right, of course, when he had told the demon that Max Tennyson's grandson would be an excellent foil for Dexter. As he watched them together, Green's doubts quickly evaporated. It was impossible to match Dexter's intelligence, but his experiences and exposure to the world beyond the confines of his laboratory were extremely limited. Ben wanted nothing more than to connect, and he was not intimidated by the sheer, overwhelming genius sitting opposite him.

And that, Green knew, made all the difference between earning Dexter's respect or suffering his disdain.


	8. Smoothie Deprivation Syndrome

**Chapter Eight: Smoothie Deprivation Syndrome**

The following night Dexter sat alone in his laboratory, braced and waiting.

For the past three nights he had been systematically harassed, inconvenienced, and then, surprisingly, entertained. Ben Tennyson had astonished him not only with his capacity to annoy and his persistence, but also by being able to discuss literature. His knowledge of science was very basic and typical for someone in high school, but he asked intelligent questions about Dexter's projects and followed most of the answers. Dexter took care not to get too technical since - overlooking the fact that Ben had destroyed a week's work - he had enjoyed the chance to talk to someone close to his age and did not want to scare him off. The bombshell came when Ben mentioned the Mobius strip in the DexLabs logo and the Seven Bridges of Konigsberg. That he recognized the form in the logo and had even a basic appreciation for one of topology's most famous problems rendered Dexter speechless for whole seconds, much to the amusement of Mr. Green. Ben either didn't realize or ignored the impact he had on Dexter and went right on talking and eating through the plate of cookies.

So he sat at his work station and thought and tried to relax while every sound real or imagined made him look up, half fearing, half anticipating what tonight might bring. He had listened to the radio broadcast of _War of the Worlds _earlier in the day and he rather hoped for a chance to discuss it with Ben. The show had impressed him with its drama and execution, though the timeline was patently impossible. While he did not want to believe that people could be so gullible to think an invasion from Mars was real, Planet Fusion's forward scouts drove home the irony of his disgust since the earth was living the radio drama right now.

He hesitated to start anything new, fearing interruption or disruption. He had no more classes this week and his homework had been handed in to his various tutors. He had read over the music DeeDee asked him to learn and practiced it for an hour after lunch. The ruined chemistry experiment had been recreated and the compounds were presently in sealed ceramic containers in the laboratory's oven where they would be heated for days on end. He had sent dozens of emails to the heads of various departments in his corporation and even had a quick talk with Professor Utonium, who was hopelessly seasick in calm waters and in dread of an incoming tropical storm. Their discussion had been brief and Dexter had every sympathy for his guardian, knowing exactly how he felt. Everything that he could do right now was done, and for one of the few times since starting DexLabs, Dexter essentially had nothing to do.

And he had no idea of what to do about it.

There was no way he could know that Ben had spent the entire day helping to train recruits in fighting techniques and after days of rising early and staying up late, he was exhausted. Figuring Baby Einstein could use a night off from him, Ben went to sleep almost as soon as he was done eating, completely unaware that even without trying, even with the best of intentions, he managed to drive Dexter to distraction.

**OoOoOoOoOoOoO**

Being the Earth's Combined Forces' equivalent of a commanding officer, Ben had been given a room of his own in DexLabs headquarters. Though small, the room was comfortable, and so far the only things he'd had time to do here was shower and sleep. It wasn't until the following morning that he bothered to unpack his bag, and in doing so he found the small, soft ball he had tossed into duffle and promptly forgot.

He grinned as he looked at, experimentally bouncing it off the wall. A wide grin split his face as he caught it.

One confused genius coming up.

**OoOoOoOoOoOoO**

He never wanted to step foot in this elevator again.

Three of the scariest girls Ben had ever seen crowded into the elevator on level twenty and one of them – he could not tell which since they were all loud, obnoxious, and rather repulsive – hit every button between this floor and the atrium. Apparently elevators were a novelty for them. They seemed to think that they needed to shout to be heard and they were discussing the reward offered for the still-missing Plank and trying to figure out if they could offer the boy, Johnny, any old two-by-four in exchange for the promised trove of jawbreakers.

In the course of their conversation, Ben figured out that they were sisters: Lee, Marie, and May. He could see the relationship. They did not look much alike, sporting an assortment of heights and hair coloring (including blue), but certain aspects – the buck teeth, the squirrelly looks, the mannerisms and terrible sentence structure – connected them. Thankfully they ignored Ben after their initial inspection of him and their declaration that he was _almost cute._

He shuddered to think of what they called _cute_.

He found out regardless when the doors opened on level five.

Eddy, quartermaster for Earth's Combined Forces, stood waiting for the lift. He was flanked by his cronies, Ed and Edd. Being the tallest thing in the elevator, the sly-eyed boy noticed Ben first and flicked him a jaunty salute.

"Hey, Ben, how goes the wa- Kankers!"

He stopped all forward momentum and the three scary girls whirled at the sound of his abrasive voice. His cocky self-assurance evaporated like rain in the Sahara. Edd bumped into Eddy, looking with dismay at the predatory grins spreading across the girls' faces and displaying those oversized teeth.

"Oh, boy, going up!" cheered Ed, lumbering forward and sweeping his two friends into the elevator with him. They tumbled into a pile on the floor, much to the delight of the sisters.

"No!" screamed Eddy, making a desperate bid for freedom. "Anything but Kankers!"

"Especially in enclosed spaces," whined Edd, pulling his knitted cap tight over his ears and surrendering to his fate.

"I love waffles," declared Ed.

The doors closed. The Eds were trapped with their greatest nightmares. The Kankers could smell their fear. Ben was torn between horror and amusement at seeing Mandy's cocky, self-assured quartermaster and his loyal minions cowering and quivering together in a knot of limbs. It seemed he was bearing witness to some sort of localized mating ritual, because the girls looked as pleased as the boys looked terrified.

"Well, lookee what we got here, gals," said the Kanker with curly red hair, rubbing her hands together in glee. "It's raining Eds!"

"Hallelujah!" said the one with blue hair, eyeing the boys like a dog eyeing a pork chop. She shifted forward, ready to spring.

Masculine screams of panic erupted as the three boys tried to claw their way through steel doors. The elevator opened on the next floor down and they made a mad dash into the hall, tripping over their own feet and one another. The trio of girls set off in hot pursuit like bloodhounds on the trail. Glad to see their backs, Ben wasn't sure which team he meant when he waved good-bye and said, "Good luck!"

Pulling out his ID, he commandeered the elevator and went straight to level ten. Whatever else he might be, Dexter was sane in comparison to the people they had fighting this war.

He punched in the first half-dozen digits of _pi_ and the doors opened up to cool, quiet darkness. If Dexter had a clue what was going on in his corporate headquarters, he would kick the lot of them out on their tails (literally, in a number of cases, even Ben's depending on his form at the moment).

"Yo, Dex!" he called into the semi-lit vastness. His voice echoed back at him. "Dexter! You here?"

Silence. It was possible Dexter was not in or was too busy tinkering to hear. He might even be lost in here. The place was big enough.

"Computress?" he queried, venturing deeper into the lab.

"Good evening, Ben Tennyson," said the now-familiar voice. Computress appeared beside him, glowing faintly blue. "You shouldn't be in here when the lab is empty. It can be a dangerous place."

"Sorry. I didn't know. Is Dexter around?"

"He's on his way."

"How come you don't lock the place up?"

"That would be too dangerous in case of an emergency. Security knows you're here."

He understood her meaning: Dexter's safety was paramount not just to Utonium and DexCorp, but to this war. "Gotcha."

"Dexter will be here soon. I think he wants to talk to you. I've let him know you've arrived. Please don't touch anything."

"Sure."

She smiled and blinked away. Ben pulled the ball out of his jacket pocket, looking for a likely surface to play handball against. He spotted a wall of wooden crates stacked high in the middle of the floor, and though the surface wasn't quite even, there were no buttons or levers he might hit. It would do.

He bounced the ball a few times experimentally and then served, hitting it with his palm against the crates. His sneakers squeaked on the slick metal floor as he moved to hit it on the first bounce, pitting his right hand against his left. It only took a few minutes and few misses for Ben to get a steady rhythm going as he darted back and forth. The only sounds were the smack of the ball and his sneakers finding purchase and his own sharp breaths as he played.

Another sharp breath penetrated his concentration. Ben glanced over and there was Dexter, as white as his coat, watching with wide eyes.

"Hi, Dex," greeted Ben, glancing back at him before smashing the ball at the crates.

"What are you doing?" His voice shook, starting at a shout and ending in a squeak.

"Playing handball," he replied. He never slowed down.

"Please stop," Dexter begged. "Now."

"What's up?"

Faintly he said, "My blood pressure. Ben, stop. Please."

It was the use of his name that gave Ben pause. Dexter meant business because he had never used it before. He stumbled, missing the ball, and faced the younger boy. He was as pale as a sheet.

"What gives, Dex?"

Dexter picked up the ball. "Not against those crates. Please."

Ben looked up at the boxes. "Why? What's in them?"

"Cyclotrimethylene trinitramine."

"Say what?"

"RDX!"

"Huh?"

He stamped his foot. "_High explosives!"_

"What? Ohhhhh . . . 'kay," Ben said carefully, backing away.

"They're being moved to the manufacturing plant within the hour. With so many people here there was nowhere else to acclimate the cases."

He was standing next to the scientist by now. His eyes were better adjusted and on one of the crates he could see warnings in bright yellow paint not to drop or jar the box. Dexter moved to hand back the ball, then thought better of it and closed his fist around it.

"So . . ."

"The best thing to do now would be to _leave_," hinted Dexter sternly and very broadly.

"Good idea," Ben said brightly, ignoring what he really meant. "You up for some chili fries?"

He got a blank look in return.

"Okay, fine. Chili fries _and_ a smoothie."

"Smoothie?" wondered Dexter, supremely clueless.

"You never had a smoothie?" he demanded, shocked and almost appalled.

"Not to my knowledge," the boy genius said slowly.

"You poor child," Ben patronized. "Guess we have to fix that."

"Fix what?" demanded Dexter

"Your smoothie deprivation syndrome. You've got all the symptoms, kiddo." He counted off on his fingers. "Pale. Nervous. Confused. High blood pressure. Pointless questions. No idea that you're deprived. You have a classic case, but luckily it's curable. Come on."

"Where?" demanded Dexter as he was bodily hauled along back toward the elevator.

"Mr. Smoothie. I know there're three in Downtown."

"Whaaaat?'" Dexter twisted free. He stared at Ben as if the older boy was speaking another language. "Tennyson, what are you talking about?"

"Very simple, Dex: we walk out of here and go get food. How hard is that?"

"It's not as easy as you make it sound," he replied. He shook his head. "I'm sorry, but I can't leave."

"Why not? Did Utonium ground you?"

"No," he said in a tone of voice that left Ben believing that he knew exactly what it felt like to be grounded. He gathered himself, and quietly confessed, "But . . . part of the order making me Professor Utonium's ward states that I'm not allowed to leave this complex unless I'm accompanied by him or an armed escort."

Ben jumped at the opening. "Did _Congress_ really make you his ward?"

Dexter glowered, as much a being gossiped about as at the spread of false information. "No. It was a presidential order."

"You're kidding!"

The scientist's hearty glare said otherwise.

"Okay, you're not kidding. Wow. But, hello! Dex!" He yanked up his sleeve and displayed the alien device he wore. "Omnitrix! I turn into cool aliens and fight bad guys. I think I overqualify as an armed escort."

Having witnessed what the Omnitrix could do firsthand, Dexter could not argue that fact.

"Come on! We go out, you get addicted to smoothies, we come back. It'll be a hit and run. Green won't even notice you're gone."

Dexter snorted at the notion, clasping his hands behind his back. "Has the sun set?" he abruptly asked.

Ben sensed he was weakening. "Does it matter?"

"Yes."

He rolled his eyes and laughed. "What are you, a vampire?"

"Hardly," he replied, unamused. "But I'm on medication that makes me extremely photosensitive. That's why the lab is so dark and the rally was held at night. I can't be in bright light right now."

"Oh." He checked his watch. "It's eight-thirty. If it's not down, the sun should be almost down. We'll dodge the street lights. How's that sound?"

Dexter considered. Though Ben had no way of knowing it, Dexter had not been out on his own in months. He was exceedingly tempted even though he had no interest in chili fries or smoothies.

"Live a little!" exclaimed Ben in exasperation. This kid was unbelievable.

There was a lengthy pause, and then Dexter shook his head and muttered, "I am so going to get grounded."


	9. Out From the Depths

**Chapter Nine: Out From the Depths**

It was unexpected, but Dexter actually turned out to be very good and very entertaining company, whether he meant to be or not. The ride in the elevator alone made all the annoyances and getting zapped twice by a transport beam and the Kankers worthwhile. Left to his own devices, Ben would have walked through the front entrance of DexLabs with the rest of the herd, but Dexter would not go the route of mere mortals. His DexLabs ID card was obviously a more advanced model than Ben's, because it turned _every_ light on the elevator panel to red. He let out a little sound of surprise and Dexter smirked.

"Where is this . . . this place we're going to, Ben?"

He spoke Ben's name with no inflection whatsoever, as if it tasted bad to say and had to be done with quickly.

"Mr. Smoothie? The nearest one is on the corner of Westmorland Avenue and Route Sixteen."

"Computress, take us to the exit closest to that location."

"Right away," said the computer, and the elevator immediately slid _sideways._

"Whoa!" Ben swayed at the unexpected motion and then laughed. "Cool!"

Dexter smiled, pleased to have caught him off guard.

"You're leaving the campus?" questioned Computress. She sounded more curious than concerned. Neither teen was fooled.

"Yes," was the firm reply. "Ben constitutes an armed guard."

"Does Mr. Green know?"

"We won't be so long, Computress," promised Ben.

A little defiantly, Dexter announced, "_I_ will tell Mr. Green, Computress."

"Your comm unit must remain on," she reminded a trifle anxiously.

"I know!" he snapped. "I know the order, Computress! I live it!"

Ben stole a look at his companion, surprised at this burst of fire out of him. Dexter had a hard look in his eyes and his jaw was set as if he anticipated a fight. Plainly there were plenty more strings attached to the order making him Utonium's ward than just needing a gun-toting escort. Suddenly their direction changed and they shot upwards. Ben's knees buckled enough to make him hold on to the wall when they abruptly moved to the side again.

"How does it do that?" wondered the older boy, trying to distract him and lighten his mood a bit. Luckily it worked.

"Magnets," Dexter replied in a smug tone.

"You won't get in trouble for this, will you?"

Dexter shrugged. "If I do, then good. I haven't been able to cause any trouble for months. The Professor will be happy that I'm feeling up to making myself a menace to my teachers again."

Ben chuckled. "Not too many fathers would be proud of their sons for that sort of thing. Mine sure wouldn't." He used the words _fathers_ and _sons_ deliberately, just to see if Number One's observation was true and to see if he would be corrected.

Dexter gave Ben a thoughtful look.

"My father is exceptional," was the simple answer.

**OoOoOoOoOoOoO**

They left through the main doors of DexCorp, a plainer and less imposing – though equally secure – entrance than the plant-filled atrium of DexLabs. Dexter noticed Ben looking around and said,

"This is the primary production facility. Not nearly as many people come here as DexLabs. Most of the business end of the company is run out of the headquarters building."

The armed guards at the door were surprised to see their boss walking out, and one of them, a sergeant, hesitantly said, "Sir? Our orders state -"

"I know what your orders say. This is Ben Tennyson, grandson of Max Tennyson."

Their attention turned from the redhead to Ben and he found himself being assessed with professional interest. These men meant business and they recognized the name Tennyson. The guard saw the Omnitrix and backed down, not entirely satisfied but knowing better than to argue.

"Call us if you need anything, sir," said the guard. "Will you be coming back this way?"

"Probably not, Morton. I'll have Computress advise the control center when I return. We won't be very late. Mr. Green will be frantic as it is."

"Yes, sir, he will."

They stepped out into the evening air. It was hot and humid and smelled of freshly mowed grass. Dexter sighed and looked at the setting sun.

"Your watch is fast."

He frowned at the device and shook his wrist as if that would do anything to help. "It's been doing that lately."

"Probably because of the Omnitrix. I'll look at it later. I haven't really been outside since May," he said, filling his lungs in appreciation of unfiltered air.

Ben gaped as they headed across the grassy campus toward Westmorland Avenue.

"Say what?"

"I haven't been well," was the gross understatement.

"Everyone seems mighty worried about you."

Dexter stopped and looked at him with an expression on his face that Ben did not know how to interpret. He seemed at once guilty and miserable and on his guard.

"They are," he agreed. "Please, don't you start, too."

He spoke normally, but Ben could detect the underlying plea in the words. What had Dexter said the night of the rally? With so much money, people usually wanted something other than friendship out of him. He had to choose his companions with care. Outside of accepting his apology for being a rude jerk, the only thing Ben wanted out of Dexter was camaraderie. He was beginning to see what Utonium meant he said Dexter was worth the fight. It was almost sad that Dexter had to struggle for normalcy, to have someone in his life that was not hovering over him, to have a peer . . . or a friend.

He held up his hands. "Promise, Dex."

"Thank you."

There was no possible response or snappy comeback for so honest a reply, so they continued in silence. Dexter's posture was unnaturally straight and he walked slowly. Without complaint or comment, Ben slowed his pace to match, figuring the bone infection kept him from moving easily. They arrived at a gate patrolled by two guards and showed their IDs. The sergeant must have called ahead because neither guard was surprised to see the company's owner walk off the grounds with a teenage bodyguard.

**OoOoOoOoOoOoO**

It was worth all this effort just to see Dexter at a car hop, staring at the list of smoothie flavors posted behind the counter. His expressions at some of the flavor combinations were priceless – everything from revulsion to disbelief to shock flitted across his face.

"Carrots and mangos? With _yogurt_?"

"Is that what you're ordering?"

"No!" He sounded positively scandalized.

"Well, don't knock it 'til you try it, Dex."

It took a good ten minutes of staring and evaluating for Dexter to settle on strawberry. Ben rolled his eyes at the anti-climactic choice, but the kid was a smoothie novice and the really exotic flavors could wait until Dexter was properly addicted. Heck, it was enough to have him out of his laboratory for a spell and they sat outside at a picnic table well away from the bright lights illuminating the parking lot. The chili fries confounded him and Ben regretted not having a camera as the younger boy tried to figure out how to eat them without wearing the chili. Dirt, it seemed, was a bit of an issue with Dexter because he kept his gloves on even to eat and he ate the fries with a fork.

"Don't tell me you never had chili before!"

"I've had chili!" he defended, his accent thickening. "Just . . . never on a French fry."

In the end he also added ketchup to them, much to Ben's disgust. Dexter argued it was simply additional tomato product and augmented the stuff already present in the chili.

"You must be loads of fun at parties. You're not supposed to analyze it! You're supposed to eat it! Drink your smoothie."

He watched as Dexter considered his drink, looking at the thick pink liquid from all sides as if it was a science experiment gone west.

"It won't bite you. It can't. It's been puréed."

He peered around the cup to give Ben a sour look and he frowned at the first mouthful. Ben wasn't sure the kid swallowed it until he took another sip.

"Well?"

Dexter looked completely uncertain. "Is it supposed to taste like this?"

"I'm sure."

He grimaced. "It's very sweet."

"Try the carrot and mango next time."

A small noise of annoyance was his answer. Dexter ate as slowly as he walked, though as the snack wore on he seemed to cozy up to the smoothie enough that he finished most of it. Ben was done well before him and got himself another smoothie because he could and to keep Dexter company.

"Well?" asked Ben expectantly.

He wiped off his gloves. "Surprisingly good."

"What, like I'd feed you poison?"

Dexter chuckled and stood up from the picnic table. "Let's go that way. I haven't seen this part of Downtown before."

"It's a mile from DexLabs!"

He shrugged. "I don't get out much."

"En how," muttered Ben, leading the way. "C'mon. We'll go back to the main entrance."

Again, the pace was slow and Ben shortened his strides to match Dexter's. The younger boy was extraordinarily alert, looking around constantly and scanning the road and sky as if he was looking for something. Ben just decided he was being himself: odd.

"So who designed all those crazy weapons?" he asked after a while.

Dexter smiled. "I and my staff did. The designers with children were especially good at it. We took surveys and interviewed people at various sorts of conventions and schools. The results were surprising and, well, we had fun."

"Okay, I can buy guitars and battle axes and magic wands, but who came up with that turkey leg thing?"

A laugh escaped him. "Mr. Green."

"Your teacher? No way!"

"Oh, yes. He loves turkey. The kitchen always has some on hand for him. We were having a staff dinner and he looked at his meal and said the turkey leg looked like a club. The next day everyone at that table but him submitted a design for a weapon shaped like a drumstick."

Ben found himself laughing along with Dexter. They finally had to stop as Ben leaned on his knees and laughed himself breathless at the image of a tableful of geeks all getting the same flash of genius over a turkey leg. Dexter folded his arms and smirked, waiting for Ben to settle down. It took a long time and even when they resumed walking, Ben still let out the occasional snort. He'd barely recovered when they passed a small park that smelled strongly of flowers. A handful of boys on skateboards were making use of the steps and benches and planters, shouting and cheering one another on with great enthusiasm as they executed tricks and moves that seemed to defy gravity. Dexter paused, intrigued.

"Can you do that?"

Ben grinned. "I can hold my own on a straight stretch, but I'm not nearly as good as they are. You?"

Behind his tinted glasses, Dexter rolled his eyes. "Please. I'd be killed instantly."

"Probably."

"Oh, shut up, Tennyson!" snapped the boy genius, and Ben just laughed.

"C'mon, Kevin!" shouted a girl, and all eyes turned on a boy who had the look of a jock and was about to launch himself down the steps at the rear of the park. More voices were added to the girl's, and Dexter watched in astonishment as the boy Kevin rode his skateboard down both the steps and then the handrail. He landed intact, tried a little too hard to take on a steeply angled planter, and wiped out. Both boy and board came rolling to a stop, the boy at Ben's feet and the skateboard at Dexter's.

"Nice one!" complimented Ben, hauling Kevin to his feet amidst cheers and hoots from the audience. The blond grinned, unscathed, and Ben was fairly certain he'd seen the boy being trained with some of the other kids for this sector.

Dexter tried to lean over, thought better of it, and crouched down to pick up the skateboard. He studied it with great interest, measuring it with his hands and turning it over to inspect the trucks and wheels.

"Customized it myself," bragged the boy, enjoying the attention.

Dexter looked up sharply and demanded, "Is this Kevlar or carbon fiber?"

Kevin's eyes grew wide as he recognized Dexter from the rally a week ago. He stared at the shorter boy in a mild state of shock.

"C-carbon fiber with aluminum trucks," he said faintly.

"Kevin!" called the girl, but he waved his friends off.

"What determines the length and width of the board?" Dexter asked, turning it over again. "The height and weight of the user?"

"No." Kevin came to life a bit as he talked on one of his favorite subjects, realizing he was being given a chance to educate one of the smartest people alive on the subject of skateboard technology. "It's called a deck. They're pretty standard except for longboards. Wider decks are easier to balance on. They're good for going from one stunt to the next."

"But this size is general purpose?" pressed Dexter, laying his hand across the board for a final measure.

"Yeah, pretty much."

They were silent for a long moment as Dexter stared at the simple conveyance with all the determination of a terrier. Abruptly he handed the skateboard back to Kevin. "Thank you. You were most informative." Looking up at Ben he said, "I need to return to headquarters," before turning on his heel and walking away.

"Thanks, man," Ben said to Kevin, waving quickly before hurrying to catch up with his charge. This switch from laughing to snapping was a bit alarming. "Are you okay?"

"Fine," he replied automatically.

"What's with you, then?" demanded Ben.

Dexter blinked and shook himself as if he suddenly remembered Ben's presence. His voice was distant and he was completely distracted as he said,

"I have an idea."


	10. Dictating Genius

**Chapter Ten: Dictating Genius**

He was beginning to see what Mr. Green meant the other night when he said that you can't dictate genius. Even at an arm's length from him, Dexter was a million miles away, absorbed in his own thoughts and too busy thinking to speak. He was so distracted that at one point Ben had to seize him by the collar to keep him from walking into traffic. Dexter took no more heed of that than he did of the guards on duty at the main gate. Luckily they recognized their boss and raised no issues as Ben herded him toward his corporate headquarters. Ben was fairly certain his charge did not blink once the whole time.

The atrium was brilliantly lit and crowded with KND operatives and would-be soldiers of all descriptions and one tall and unhappy DexCorp employee standing just atop the stairs to the executive offices. Dark smoke generated by Mr. Green's emotional state billowed all around him and rolled down the steps in defiance of the ventilation system, effectively keeping the curious at bay and intimidating the crowd. Green cast a long and ominous shadow across the floor all the way to the doors and he was positively bristling, but Dexter was too preoccupied to pay much heed to anything. Around them the children fell silent, gazing with fascination and envy at the boy that was rich enough to finance a war and who had created most of their weapons. Having caught a glimpse of his companion's life, however, Ben doubted if a single one of them could have handled being Dexter even for a day.

"Dex? Dexter?"

He gave the redhead a nudge. Dexter finally blinked, coming back to the here-and-now. If he was surprised to find himself back home he gave no indication and he completely ignored the stares he was receiving. Ben nodded toward the steps and Dexter took in the sight of Mr. Green, following the lengthy (and rather pointy) shadow all the way to the source.

"Trouble?" Ben wondered softly.

"Yup," Dexter replied, completely unrepentant.

"Sorry."

He shrugged. "It's worth it."

With Ben at his heels he walked up to the looming green demon waiting on the landing and looked him square in the eye.

"Mr. Green," said the boy genius.

"Dexter."

"Nothing happened. We just went to the Mr. Smoothy on Westmorland Avenue and walked back."

"Is that all you have to say for yourself?"

"No. The strawberry smoothie was too sweet and I had fun."

"You're going to turn my hair brown before I reach 500," Green said, trying hard to sound stern but plainly just relieved he was safely back. "This way." Slowly they walked toward the offices where they could converse without fear of being overheard, with Ben taking up the rear. As soon as they were out of sight of the atrium, Green said, "You should have told me before you left. I'm responsible for you."

"Even _I_ get tired of being indoors!" Dexter argued, sounding his age for once.

"Dexter," sighed his teacher, "it's not _you_."

"I know. It's that _thing_. It hasn't been seen for months."

"Two months, to be exact. Not since May when it blew up the DexCorp facility. I'm sure it knows your father and sisters are away."

"Enter Ben Tennyson," was the bitter reply. He gestured impatiently at Ben with a purple-gloved hand.

"That's not why he's here, Dexter," Green replied. He sounded almost hurt. "Your father met Ben and hoped you two would become friends. Nothing more."

Ben shifted, wondering why he felt guilty all of a sudden and why Dexter sounded upset. It was not as if meeting Utonium had been a secret. Up until now it simply had not been mentioned, but Dexter either knew or guessed more than he had indicated. Could he possibly think Ben's purpose here was just to watch over him the same as everyone else? Granted Utonium had asked him to keep an eye on his son, but that was not why Ben had agreed.

Dexter's tone softened as he said, "Then it's fortunate that he can fill my sisters' shoes. I refuse to be a prisoner in my own home, Mr. Green."

"And we refuse to lose you to Fuse," said the demon, resting his hand on Dexter's shoulder. "He tried once already to have you killed, Dexter. He'll try again. Please don't make it easy on him."

The Russian accent gave extra emphasis to his words as Dexter swore, "Rest assured that I am on my guard. The more we learn, the further ahead I plan."

"Please don't go out again without telling me." He saw the rebellious gleam in Dexter's eyes and hastily added, "I won't stop you. I can't. Not any more than you can stop me from worrying. But you can make my job and Security's job a bit easier if you just let us know when you want to leave."

"Very well, Mr. Green. I will inform you before I leave the campus."

"The building, Dexter," corrected Green. He was obviously used to dealing with stubborn geniuses because his voice was firm and he saw right through Dexter's attempt to find a loophole.

Dexter sighed. "The building," he promised quietly. He looked at Ben. "Thank you for the smoothie and the chili fries, Ben. Give me your watch."

"Huh?" He blinked at the abrupt change of topic.

"Your watch. I said I would look at it. Give it to me."

"Dex, you don't hav-"

Dexter glared and held out his hand. "_Now_, Mr. Tennyson."

"All right, all right!" With a little grumble, Ben dropped the digital watch into that purple-gloved hand, thinking it was a bit much to ask Baby Einstein to change a watch battery. "Here."

He closed his hand on the small device. "If you'll excuse me, I have work to do."

Nodding his head in farewell, he turned and headed down the hall. Something seemed off about Dexter, in his attitude and mannerisms. Ben had no idea of what it could be. Was he lonely? Mad? Sad? Depressed? Obsessed? He took a step after him and called,

"Hey, Dex!"

The younger boy stopped, and then turned around.

"What was your idea?"

He smirked a tiny bit. "If it works, I'll show you. Good night."

They watched as he disappeared into the heart of his corporate headquarters. Mr. Green sighed, his shoulders and horns slumping in unison.

"I hate it when he gets like this."

"He looks down."

"He is." The demon smiled wryly at Ben. "That usually triggers a few good days for science, if nothing else. He'll probably be awake until Wednesday. Thank you for distracting him, but please, Ben, don't let him leave the building without letting me know. It's for his own safety."

"That explosion in DexCorp wasn't an accident, was it?"

"Hardly. Do you know what a Fusion is?"

"No."

"They're Fuse's copies of people. Somehow those little Fusion Spawns get samples of DNA and can created twisted versions of people. They're revolting. They're complete distortions of a person and their personality and motivations. The first one confirmed was a copy of Samurai Jack, and he's the one that planted the bomb that almost killed Dexter. We fully expect him to make another attempt. That's why Professor Utonium was so reluctant to go to Florida."

"Why off Dexter?"

"He's the greatest threat Planet Fusion faces, and unfortunately Fuse knows it."

"How?"

"The Plumbers." He saw Ben's expression and hastily added, "Oh, it wasn't an intentional move on their part. Not at all. They've sent some of Dexter's null-void weapons off world to a lunar colony that was right in Planet Fusion's path. Dexter's null-void technology is the only thing we know of so far that can disrupt Fusion Matter and stop those monsters for good. Fuse's scouts captured one of the rifles before the Plumbers remotely destroyed it. Fuse traced it back to the Earth and to DexLabs and to Dexter."

He worked the next question with great care. "So . . . is Dexter the reason why we're being invaded?"

"I think they were planning the attack regardless, but this just gives Fuse that much more reason to conquer the earth."

"Does he know all this?" Ben asked, pointing down to where the laboratory was housed beneath layers of bedrock.

"Why else do you think he turned over his company and all its holdings to this war, Ben?" Without waiting for an answer, Mr. Green added, "That's why we're trying so desperately hard to keep him safe. Can you imagine what a disaster it would be if there was a Fusion of Dexter running around? An evil version of him, equally intelligent and driven to destroy, that answers to Fuse?"

Ben blinked. It was a horrifying notion, not to mention frightening in the extreme. He had faced an evil copy of himself in the past. It had been a disturbing experience.

"So why does he want to leave?"

The olive-skinned demon smiled sadly. "Because he's a thirteen-year-old boy and he's sick to death of being sick. Please, Ben, don't let him leave the building without letting us know."

He held up his hands in surrender. "I won't even suggest it again."

"That's not fair. He can leave. We just have to take steps to keep him safe when he does, that's all."

"Okay. I promise."

**OoOoOoOoOoOoO**

The message came late the following morning as Ben joined his usual gang of KND operatives to train the recruits for Sector V. The biggest challenge they faced was figuring out the best way of fighting with the multi-purpose weapons their new soldiers wielded. Despite their wildly varied appearances, most of the weapons were null-voids, but many also served as swords or spears or clubs or sonic disruptors or plasma phasers. All were good for fighting at a distance and close in, but unfortunately most teenagers weren't too adept at such things.

"How come you get all the mail, Tennyson?" grumbled Number Four. Abruptly he surged forward as he caught a serious error in the team they were training on weapons. One boy, who was dressed as if he had walked off the wall of a tomb from the Valley of the Kings, was not holding his weapon properly. "Oi! King Tut! Yeah, Mr. Walk Like An Egyptian! You! Keep that weapon pointed down until you're going to use it, mister, or you'll skewer the fairy godmother!" He waved at the girl a few feet in front of the boy who had a shimmering purple outfit on and large wings strapped to her back.

The teenager he chastised realized his mistake and corrected himself. The grape-colored fairy cast him a dazzling smile. The blond boy shook his head in exasperation, dropping back in his seat. "How can they fight in Hallowe'en costumes?"

Number One shrugged. "We always could."

"We _had _to!"

The note had been delivered by a chubby, fuzzy, yellow demon with a nose like an elephant and a voice that was both squeaky and deep all at once. Before relinquishing the message the squat little thing insisted on demonstrating his ability to spell his own name, and thus Ben Tennyson and KND operatives Numbers One, Two, and Four learned the correct spelling of Fred Fredburger.

"It's not from Mr. Plutonium again, is it?" wondered Number Four, resisting the urge to pop a gumball in Fred's behind as he danced away.

"That's _Professor Utonium_," corrected fanboy Number Two. "Ben, if it is from the Professor can I have that one, too?"

"Sure," Ben promised easily, knowing it could not be from Utonium. Once again the KND were thoroughly nosy (though they would have called it curious) to see who had written to Ben and what they had to say. Four words later, they were none the wiser. In fact, they were completely confused.

_Your watch is fixed._

That was all, but Ben took it for an invitation. He smirked, never having seen such precise handwriting in his life nor anyone that used graph paper as stationary.

Number Four frowned. "Your watch is fixed? What the heck is that supposed to mean?"

"Just what it says, I suspect. It was broken, and now it's not," Number One replied, looking over the rim of his sunglasses. He glanced at Ben's wrist to confirm that was the case. When his subordinates stepped away to instruct the recruits in the next drill, Number One quietly asked, "So you got through to him?"

It seemed too much (and too fantastic) to explain it all, so Ben just said, "Um . . . yeah."

"I take it your apology was accepted."

He let out a little laugh, remembering his first foray into the laboratory. "You might say that."

The KND leader smiled, and there was mild envy in his expression. "Well done, Ben."

Having the respect of someone like Nigel Uno was as heartening as it was important, and Ben returned the smile. He glanced at the note one last time before folding it and stuffing it into the pocket of his jacket. Still tired from being up late the night before, he realized that with this note as good as ordering him to come get his watch back, he was in for another late night. Oh, well, at least with Dex it promised to be an interesting time.

You might not be able to dictate genius, but that sure as heck didn't stop genius from dictating.


	11. Objects in Motion

**Chapter Eleven: Objects in Motion**

He wised up finally and rode the elevator all the way to the highest (and least busy) floor of DexLabs HQ available before using his ID card to commandeer the lift and head down to the subterranean levels. No egotistical men, no crazed demons, no flirty girls, no talking animals assailed him. Ben sighed, leaning against the elevator wall and letting himself relax in the peace and quiet. He was tired. He was hungry. He wanted a shower. He was also expected to get his butt down to the laboratory and get his watch back. Dexter's note may not have been very long, but Ben could read between the lines and he knew his friend wanted company.

He decided to take the quick and easy route to tracking Dexter down – Ben turned into Jetray and flew a quick circuit of the lower level. No junior mad scientists were to be found, so he flew to the upper level and almost immediately came face-to-face with the object of his search. Dexter wore protective goggles over his glasses and he was covered with a fine layer of dust that turned out to be sawdust. In his arms he carried several boards.

Dexter stopped in his tracks on being confronted with an Aerophibian, but he recovered instantly and simply said, "There you are. Here. This should be running properly now."

As he spoke he set down the boards and pulled out Ben's watch from his lab coat pocket and held it out. Powering down the Omnitrix, Ben took it from him.

"Thanks. You didn't have to do that."

"I know." He looked at Ben with his usual intense curiosity. "I assume the Omnitrix changes you on a genetic level and combines your DNA with that of aliens, but what happens to your clothing when you switch forms?"

Ben paused as he returned the watch to his wrist. It was a perfectly valid question, but one he had never before considered. He looked at Dexter for a moment and finally said,

"I haven't got a clue, Dex."

"How does it work?"

"I dial this, pick an alien I want to be, slam the center disk down and voila! It's hero time."

"But _how_ does it work?"

"I dunno."

"What powers it?"

"Sorry, Dex. It came to me by mistake and it didn't have an operator's manual."

"Too bad." Dexter took his wrist and turned him this way and that, looking at the Omnitrix from all angles. "It would be an interesting read. I can tell you that whatever powers the Omnitrix will keep interfering with your watch. Lithium batteries are not complementary to its power source." There was a greedy light in his eyes, but he smiled as he released Ben's arm. He began to lean over, grimaced as his ribs complained, and knelt to pick up the boards again.

"What are you working on?" wondered Ben, bending down to help him. He grabbed two of the boards and Dexter gathered the other three.

"My idea."

"Which is?" he asked, taking another board from the smaller boy's arms before he could protest.

"Over here. Come."

"Okay, I – _hey!"_

Dexter turned to see Ben Tennyson gaping at the last board he held. He brandished it indignantly at the confused genius.

"What?"

"_You_ kidnapped Plank?"

"What?" The owner of DexCorp shook his head, lost. "Make sense, Tennyson!"

"Plank! This is Plank!"

Dexter glanced at him as if he had lost his mind, and then looked at the board. A crudely painted face grinned back at him.

"Yee-es," Dexter agreed slowly, afraid to argue with the insane. "It is a plank. White pine, to be exact. Your point?"

"No, no, not _a_ plank. This _is_ Plank. The King of the Cul-de-Sac! His posters are all over the place! He was kidnapped!"

"Eh," Dexter managed to say in a quiet tone, eyeing Ben with pity.

Ben dug in his pockets. "I got it. I know I - ah! Here!"

Triumphantly he produced the photocopied sheet he had been given earlier in the week by the grubby little boy. "Look! Here!"

Dexter read the missing poster with an expression that could only be described as incredulous. He snatched Plank out of Ben's grasp and held it up next to the poster for comparison before looking at the older boy. "You cannot kidnap a board. How do you misspell 'and'? And what is a jawbreaker?"

"It's candy. How did you get your hands on Plank?"

"It was left in the elevator when I came down here last week. I threw it in the pile for recycling but it's the length I need for my current project."

"What? No! You can't experiment on him! We gotta give this back to that kid . . . what was his name?"

_"Jonny,"_ was the derisive reply as Dexter read the contact information. "And I need it."

"What are you going to do to him?"

"It, Ben. It's an _it_. And I'm going to plane it dow-"

Ben snatched Plank away and held him high and safe over his head. "You can't! This is some poor kid's friend!"

Hands on his hips, Dexter glared. "Yes, I can. I'm a scientist. You cannot be friends with a piece of wood."

"The kid was frantic. It's probably his only friend! Come on, Dex, how about a little sympathy? Don't you have any imagination?"

"I have plenty of imagination, thank you; I just don't attribute human feelings to inanimate objects."

"You can't tell me you don't have another board!"

"As a matter of fact, no. There's very little wood in here. I don't like utilizing organic building materials. They're too random to be relied upon."

"So why are you so keen on hacking up Plank?"

"I am not going to pour expensive materials into a first-round prototype that might not work if I can make it out of something disposable and easily replaced."

"Well . . . make it smaller. Or patch it with something else. No killing Plank."

Dexter groaned, smacking a hand to his head and sending up a cloud of dust.

"What are you making, anyway?"

A glint of arrogance and self-satisfaction showed in Dexter's eyes. "This way."

He grabbed the boards and followed Dexter deeper into the laboratory. Catching up, he stole a glance at the boy. Dexter looked completely run down. He was pale and there were dark circles under his eyes and he kept his forearm braced close against his ribs.

"You feeling okay?" he asked softly.

"No."

"It wasn't the chili fries, was it?"

Dexter snorted faintly. "No."

"Good."

"It was the smoothie."

"Liar. Did you get any sleep?"

"No."

"Why not?"

"I was busy."

"Doing what?"

"Making that."

Ben followed his pointing finger. A board about the size and shape of a snowboard was propped against a work table amidst a remarkable clutter of equipment and tools. The ends were rounded and upon closer inspection, Ben saw that it was about four inches thick and made of highly polished wood. On the table behind it was the start of a second, smaller board.

"What is it?"

"Lay it on the floor. No, dark side down."

Ben obeyed, surprised at the thing's weight.

"Stand on it. In the center."

Feeling a little silly, Ben stuffed Plank under his arm and obeyed.

"By your right foot is a small switch. Don't fall."

He hit the switch. The board emitted a faint hum and slowly, gently lifted into the air. It rose eight inches and hovered in place.

"Awww, sweet!" Ben exclaimed, looking as if Christmas had come early. "How does it move?"

"Lean forward slightly."

He shifted his weight. The board glided smoothly forward a few feet. He straightened and it stopped. Leaning back, the board moved in reverse and he bumped into the work bench. Ben laughed aloud.

"I gotta get one!"

"Well without that stupid plank that you want to get into a witness protection program, the project may never be finished."

"Have you tried it?" wondered Ben, ignoring his complaints. He leaned forward and shifted his feet. The board banked in a neat arc around Dexter, who turned in a circle to follow his progress.

"Of course. I don't weigh enough for this particular unit to work well for me. I was going to make a scaled-down version until I was accused of being a kidnapper."

He laughed again, leaning forward and zooming along at a respectable clip. "We'll get you another board, Dex!" He let out a happy yelp as he swerved to avoid the wall. "This is brilliant!"

"I know," Dexter said quietly, smiling as he watched.

"How does it work?"

"I'll tell you that when you can tell me how the Omnitrix works!"

"Don't hold your breath!"

"You'll notice I'm not."

He laughed again, growing bolder and taking the board further afield.

"Don't dent the Megabot!" yelled Dexter as Ben's echoing whoops could be heard from the darkened lab. "The battery won't last much-"

There came a yelp and a thud.

"-longer," finished Dexter, shaking his head. He swapped the goggles for his usual glasses, grabbed a few tools and another battery pack, and set out in search of his friend. He found Ben not far from the blast doors, sitting on the floor, nursing a bumped knee, and looking thoroughly pleased with himself and the world. Plank was propped against the wall to watch the proceedings.

"Are you hurt?" asked Dexter, kneeling over his invention. He hit the switch to turn it off and began unscrewing the control panel to change the batteries.

"Naa," said Ben. He grinned. "This thing is awesome, Dex."

"I thought you'd like it. There're quite a few bugs to work out of it, but that's what I have my development department for."

"How fast can it go?"

He found a few more screws that needed tightening. "I don't know yet. That will depend upon a lot of factors and the board's ultimate intended use."

"Let's find out!"

"No."

"Dexter!"

"Benjamin."

"Once around the parking lot!"

"No."

"Okay, twice!"

Dexter sighed and carried on tinkering.

Ben was having too much fun being annoying to stop now. "Don't you want to see what it can do?"

"I know what it can do. I built it."

"Then show off!"

There was an extended pause. Those blue eyes studied him intently. Finally Dexter asked, "What time is it?"

"According to my newly fixed and fully functional timepiece, it's nine thirty-four in the p.m."

Dexter glared. "When Mr. Green gets irate, I'm blaming you."

He laughed, climbing to his feet and offering Dexter a hand up. "Great! You call Green and I've got the board. Boards," he corrected.

"What about my former hostage?" grumbled Dexter, waving his hand at Plank.

Ben grinned at the smiling two-by-four. "I dunno, Dex, I think His Majesty is warming up to you. I doubt he'll press charges."

Dexter rolled his eyes. "Such a burden off my shoulders. I'm not paying for therapy when you tell me it has Stockholm syndrome." With a sigh he activated his communicator. "Mr. Green? With your permission, sir, I would like to step outside for a few minutes."

**OoOoOoOoOoOoO**

He understood Dexter's reluctance to go out a little while later – it took twenty minutes to pull some extra security officers off of other posts and send them to cover the employee parking lot. Mr. Green met them in the lab to distract his student while Security moved guards about and thanked both boys for contacting him. The tall green demon was extremely pleased with Dexter's newest project and he was as surprised as Ben had been to see Plank.

"Dexter kidnapped him," Ben immediately volunteered, throwing the scientist right under the bus.

"It was abandoned property," declared Dexter, folding his arms and indulging in a fit of superiority. "And you've managed to rival my sister for projects ruined in a week. Mr. Green, you will please see to it that this . . . thing is returned to its rightful owner."

"I'll be happy to," said Green, smiling at the King of the Cul-de-Sac. "At least now we can get rid of all those posters."

The security guards hung back at a discreet distance, allowing their employer and his friend what privacy they could as Ben happily set the hoverboard on the tarmac in the DexLabs employee parking lot.

"Don't try to take it any higher than it's going now," said Dexter. "The gyroscopic control is not reliable more than twenty inches above the ground."

"No going over cars, then?"

"No!"

Ben chuckled and turned on the board. The familiar hum filled the air as the board rose a foot into the air.

"Clock me!" cried Ben, hopping on and leaning far forward.

"Don't tempt me," muttered the scientist.

The board shot away through the nearly-empty lot, Ben's happy shouts echoing through the night. He circled once, whipping past Dexter's spot with a yell of, "Windsurfing, Dex!" The younger boy hit the timer on his communicator to see how long it took to make a circuit. To his annoyance, Ben swerved around cars and poles and bushes in such an erratic path that timing him was useless.

He heard a familiar rush of air overhead, rather like a large bird. He looked up, scanning the sky, but there was nothing to see. The night was cloudy and he could smell rain on the breeze.

"Sir?" wondered Sgt. Morton, drawing closer.

Dexter knew better than to dismiss anything out of the ordinary. "I thought I heard - Tennyson! Slow down! Slow- _idiot_."

There was a crunch followed by sudden silence as Ben went sailing into a bush. Instantly the board stopped and hovered in place. The closest security guards jogged forward to help him up and compliment him on his slick self-defense moves against shrubberies.

"Make sure he's not hurt, Morton," asked Dexter with a sigh, slowly moving toward his downed friend. He could hear Ben talking, so he couldn't be -

That rushing sound again, this time closer and from behind him. He paused, and then turned around to see.

A slim figure stood in the spot he and Morton had just left beyond the bright ring cast by the light pole. Dexter recognized that outline instantly - the stiff bow and graceful lines and long, sweeping hair of his adopted sister brought an immediate smile to his face. Wondering what she was doing back here and why she hadn't called and where the rest of the family was, Dexter reversed his direction and walked back.

"Blossom! What are you -?"

She whipped around, moving into the light, and Dexter stopped dead in his tracks. He fell back a step as he took in her appearance.

Green skin. No mouth. Glowing red eyes.

_Fusion._


	12. Fusion

**Chapter Twelve: Fusion**

"Nice one," complimented the nearest security guard, leaning over Ben where he sprawled on the bushes. "We know who to call if the plants get rowdy."

Too amused by the situation to get up immediately, Ben laughed. "How was my landing?"

"Your form was a bit sloppy," said another guard, shaking his head. "You may have to settle for the silver."

Ben laughed again and accepted a hand up, brushing bits of evergreen off of his jacket and pulling twigs out of his hair. "Hey, the board's not broke, is it?" he asked anxiously. He could just imagine the chewing-out awaiting him if he busted Baby Einstein's prototype.

"It's right there," said Morton, pointing to where the board floated obediently nearby. "You okay?"

"I'm fine." With a sigh of relief Ben cast around for the hoverboard's inventor. "Dex? Dexter! Wasn't he just over there?"

He pointed to the sidewalk a few yards away where his friend had stood while watching him try out the board. There was not the least trace of Dexter to be seen.

Instantly the security force was on high alert and they drew their weapons as they raced back to where their employer had been. Morton was calling commands into his wrist communicator for reinforcements while another sergeant ordered the perimeter guards to fan out and search the area.

"He was just behind me. He was looking up," Morton said to Ben, his voice and expression both under tight control. "He said he heard something."

"Call his comm unit," ordered Ben, already straining his senses. He looked at the cloudy sky, quiet panic filling him. This was his fault. Dexter had not wanted to come outside. He had only agreed in order to keep Ben happy.

"Sir, this is Morton. Do you read me? Sir?"

_"Morton, what's happening?"_ demanded Mr. Green over the communicator. There was genuine fear in the demon's voice.

"Hold on, Mr. Green." Morton hastily adjusted the unit. "Sir, this is Morton. Answer me! Dexter!"

Events unfolded in such rapid succession that it wasn't until hours later that Ben was able to piece together what happened. He had time for one thing only – reaction.

"Be-"

The shouted warning was choked off a moment before something slammed into him with all the speed and force of a train, knocking him flat to the pavement. An instant later Morton joined him on the ground. Ben flipped over, and to his astonishment he recognized his attacker . . . sort of.

"Bubbles?" he gaped, staring slack-jawed at the sickly green copy of the Powerpuff Girl hovering in the air before them. He was too shocked at her appearance to consider her fighting abilities.

"It's a Fusion!" barked Morton, and opened fire.

He looked beyond the hideous copy of Utonium's daughter as he spotted movement in the shadows. His mind instantly registered familiar forms, white against green, a small figure trying desperately hard to struggle against inhuman strength. Ben surged to his feet, already moving at a dead run as he turned the dial on the Omnitrix.

"Dex!"

He could hear the weird buzz of null-void blasters discharging as the security team went after the Bubbles mimic, see Dexter's hopeless fight against the arms of the Fusion Blossom, feel his heart hammering in his chest as he slammed down the control of the alien device he wore. A flash of green energy to rival that of the Fusion copies enveloped him, and then instead of running, he was flying.

_"Jetray!"_

She whirled to face him, her glowing red eyes narrowing sharply and somehow conveying her anger and hatred for the life around her. One hand she had firmly clamped over Dexter's mouth, her fingers digging into his flesh, and her other arm held him around his narrow waist hard against his injured ribs. The Blossom leaned close as if taunting Ben, her whole body tense, and he caught a glimpse of the raw fear in Dexter's eyes.

Suddenly she kicked back with so much force the ground beneath her cracked. The leap took her to the far end of the lot where she deliberately slammed into a few parked vehicles, knocking them aside with frightening ease. She came to a stop beside a canister being guarded by a tall, slim figure and turned to face Ben. She clutched Dexter tightly against her slimy body, daring Ben10 to follow and try to get his friend back.

Ben launched after her at full speed. He could see the other being moving around the spot where the Blossom held Dexter, and he rightly guessed he would have to get through this thing before he could get near his friend. He was so focused on reaching Dexter that when the other figure stepped into his path, only the lightning reflexes of his Aerophibian form kept him from slamming into a figure that was at once familiar and terrible.

It was tall. The dark hair – normally so neat – was disheveled. Even though the long lab coat was the color of blood as opposed to white, there was no mistaking that signature black tie.

Fuse had a copy of Professor Utonium.

He was even more of a nightmare than his daughters.

Bright yellow eyes cast Jetray a look of absolute contempt, and then the Professor's copy continued on with his business, ignoring the fantastic alien presence before him. He carried a mechanical device in his hand and he was pressing the buttons on it in rapid succession. Ben felt a moment of pure fear and for a heartbeat he was torn – stop whatever the Fusion Utonium was doing, or get to his friend?

The final calculation was entered into the device by the twisted version of the Professor and suddenly it was too late.

A sickly green glow lit the night as walls of energy rose up around the spot where the Blossom held Dexter in her arms. The walls rose high into the night until they were swallowed by the clouds, trapping Dexter within a box that stretched less than ten yards on each side yet seemed to reach up into infinity. Ben shot past the Fusion Professor toward the cage holding his friend. Even as he approached it, he could feel the weird energy radiating outwards from the alien energy source, and Jetray yanked his clawed hand away as pain coursed through his body. He could not get any closer than a few yards away. The walls were clear green, the rippling energy distorting the scene within as if he was trying to see to the bottom of a slow-moving brook.

The Fusion Blossom had thrown Dexter to the ground and he was slowly rising to his feet, backing away from this ghoulish copy of a girl he called his sister. He could not get any closer to the walls than Jetray could. The Blossom made no attempt to stop him from trying to escape. She knew there was no chance of it, and so she just hovered nearby, oozing malevolence and watching him discover exactly how completely he was trapped.

"Dex!" hissed Jetray.

He looked up at the sound of his name, but it was the Fusion Blossom who responded. She flew up to Jetray's height, facing him squarely.

"Ben! Move!" screamed Dexter, recognizing her stance and knowing what was about to happen.

He darted upwards as a blast of heat vision shot through the force field. He fired back with a neuroshock blast from his eyes, but the laser beams just bounced off the wall of energy and dug a small crater in Dexter's parking lot. For a few moments the imitation Powerpuff Girl gave chase, staying within the shaft of energy, and then she broke off the pursuit to return to glaring at her captive.

A loud shout like a cheer rose up from the far end of the parking lot and he glanced down in time to see the DexLabs security force disrupt the Fusion copy of Bubbles. For a moment she writhed in mid air, completely enveloped in the yellowish rays of a dozen null-void lasers, and then her body's integrity failed, exploding outwards, reduced to nothing more than goopy green Fusion Matter. Lead by Morton, the team instantly set off at a run to try to save their employer from the invaders.

The Fusion Blossom started to go berserk over the destruction of her sister, tossing her long hair wildly and powering up for an attack. To Ben's astonishment and consternation, she flew right through the energy barrier that kept him out and Dexter in. She would have launched herself at the guards, but a sharp gesture from the Fusion Utonium stopped her. She glowered down at him, openly rebellious, but it was evident who the leader here was when he gestured again, his impatience with her evident. Angrily, she returned to her station and let him deal with the security force. The Fusion Utonium at first frowned as the guards destroyed the twisted copy of Bubbles. The frown was quickly replaced by a glare, but his only other reaction was to swap the device in his hand for one in the pocket of his lab coat, watching the guards advance and calculating the range. There was precious little cover available for them, and they did not stand a chance.

When he pressed a button on the small box in his hand, it spat out a greenish beam that spread out almost 180 degrees out and up from where the Fusion Utonium stood. The flash of light engulfed all of the DexLabs security guards. Every street lamp on that end of the parking lot exploded, plunging them into darkness, and the guards collapsed in mid stride, crumpling to the ground. A few of them were still conscious, but those few were busy vomiting the contents of their stomachs. Another frown from the evil Utonium, he adjusted the control on his weapon, and he fired it again. The conscious stragglers dropped like rocks. He returned the device to his pocket and then turned and walked toward the green wall of energy rising behind him.

The beam hit Ben both times as it shot into the sky, but fortunately for him he was not human at the moment and it had no effect on an Aerophibian except to make his teeth hurt for a few seconds. It happened so quickly that he had no time to warn Morton and the others. Perhaps it was just as well, though, because the Fusions ignored the guards completely now that they had been nullified.

Unfortunately, that meant they turned their attention on their captive.

The Blossom landed in front of Dexter and seized him by the wrist just as the Fusion Utonium stepped through the barrier to join them. Dexter struggled as she dragged him to the center of the pen, but in vain. Mere human beings could not stand against the likes of these monsters. The green-skinned Professor cast Dexter a look identical to the one he had given Ben, halting the horrified boy for a moment. What could it possibly be like for Dexter to be attacked by copies of the people he loved best in the world? The Fusion Professor ignored Dexter's reaction and opened the canister. Inside was a dull mass that shone dark green in the light of the force field. It seemed to be moving, pulsing . . . alive, almost.

Fusion Matter.

"Dexter!"

Ben landed, converting to Goop to try the luck of a Polymorph against Fuse's technology. It was no good. He could not get through. He tried Chromastone and Echo Echo in rapid succession, ignoring the strain on himself and the Omnitrix as he threw everything he had against the barrier. Nothing was working.

"No!" screamed Dexter. "No!"

Panic seized the redhead as he recognized the ugly gel. He knew what was about to happen and twisted and fought with whatever strength was left to him as he was dragged closer to it.

Swampfire. Brainstorm. No and no. He could not get past the barrier to help Dex.

The Fusion Professor gripped Dexter's free arm, yanking him up and snatching his glove off. With inhuman strength and speed he thrust Dexter's hand into the canister of Fusion Matter, holding him there. He was completely indifferent to the boy's fear and the anguish his form caused, he just glared as the human struggled. Dexter never gave up but it was evident after a few moments that he could not loosen himself from the stuff and both Fusions released their grips on him and stepped back.

Suddenly Dexter seemed to pull away from the Fusion Matter, but he was not free. A green hand clung to his as he drew back from the canister. An arm followed, then a shoulder and head and then out of the small container stepped a green figure the same height and build as Dexter. The boy stared at it in speechless revulsion, still trying to wrestle out of its hold, but the featureless, voiceless thing yanked him close and clamped its hands behind Dexter's head, holding him securely in a grip tight enough to make him gasp in pain.

"Big Chill!"

Ben desperately slammed the Omnitrix control down and let the Necrofriggian form overtake his own. It took mere moments, but it took too long. Even as the world came into focus again, everything had changed for the worse.

There were two like figures in the center of the pen now: one red, one white; one standing, the other one driven to his knees.

Big Chill paused, hovering mid air as he took in the appalling sight. A mouthless, red-eyed Fusion copy of his friend looked up from his victim for a moment to give Ben Tennyson a look of sheer malice.

He was too late.


	13. Walled In

**Chapter Thirteen: Walled In**

Dizzy and nauseous from speed and impact and pain, he lifted his head from where the Fusion Blossom had thrown him to the ground. In his mouth there was a revolting, acidic taste as if he had chewed on something rotten, and there was a stench in the air that he had only encountered once before, and that in Professor' Utonium's laboratory: Fusion Matter. The stuff was an assault on the senses.

Dexter squinted, trying to focus before he fully realized his situation. It was far from ideal. Towering walls of a shimmering, shifting force field rose all around him, reaching far into the sky and casting everything into a pale green light. On the ground beside him was a large canister of strange design that somehow put him in mind of a canopic jar from an Egyptian tomb. And hovering in the air a few feet away was a perverse and twisted copy of Blossom. Somehow all her beauty was negated in this form. She was glaring at him, her malevolence and intent evident in her body language.

He had never seen a Fusion before, but it was as revolting as he had been told. From what they had learned, the dopplegangers were made of refined Fusion Matter and DNA taken from a person (knowingly or otherwise). Whatever skills the person had were transferred to the Fusion, and they learned and adapted with frightening ease. Their emotions were usually unstable and violent and cunning. How Fuse had obtained DNA from the Powerpuff Girls, Dexter had no idea, but given their popularity and fame it would not be so difficult a task. Ditto on the Professor, though he might have been a bit more of a challenge than his daughters.

Slowly the boy genius rose and backed away from her. His infected ribs ached with each breath he took and he pressed his forearm hard against his side as a brace. A prickly, tingly sensation covered his back and head the nearer he got to the barrier. Another step and he felt pain. Another step and it was as if he had been electrocuted. The Fusion Blossom found his discomfort entertaining as he stumbled away from the wall.

"Dex!"

He recognized the raspy tone of an Aerophibian and the nickname he tolerated from only one person on the planet. Jetray's colors were distorted by the force field, but Dexter felt a wild surge of hope at the sight of his friend flying up to the screen at breakneck speed. Hope was replaced by fear when the Blossom soared up to face him. He recognized her stance, the cant of her head, and he knew she was about to let loose with her heat vision.

"Ben!" he cried. "Move!"

Tennyson dashed out of the way as the blast of energy penetrated the barrier. Dexter watched as she gave chase for a few moments. It seemed Planet Fusion's technology was complementary to its denizens, because the Blossom could shoot through the force field but the Aerophibian could not.

He could not see what was happening beyond the wall of energy caging him in – the walls were too bright for his eyes to penetrate the darkness – but something happened to set his captor into a frenzy. He blinked in surprise when she passed through the barrier with ease, then came back in a fit of rage and dissatisfaction. Lights flashed on the far side of the barrier. From where he stood at ground level Dexter could make out nothing of what was happening, but the situation changed instantly.

Blossom landed before him and seized him by the wrist, yanking his arm from his side and jarring his whole frame as she dragged him along with her. Suddenly someone stepped into the cage with them, and Dexter whirled to face the newcomer.

He gasped at the sight of the Fusion Utonium walking toward him. Beloved friend, co-worker, teacher, father – this man meant the whole world to Dexter. It was no coincidence that _these_ particular Fusions were here. To see this evil, warped copy filled him with a sense of helplessness, and for a moment he could offer no resistance in face of the person he loved the most being turned against him. The mouthless, voiceless Utonium turned on him with yellow eyes that glowed with hatred and contempt.

That look changed everything for Dexter, even more than the actions of the green copy of the girl he called his sister. The Professor would never wear such an expression, and he would never sneer at Dexter like that. A hatred to match that of the monster before him filled the boy genius. He faced this grotesque caricature of the Professor with a sneer of his own. He may not be able to match their strength, but Dexter had no doubt that he could outstrip them when it came to loathing.

Without another glance his way the Fusion Professor turned to the canister and opened the top. An overwhelming stench filled rose up from it, and inside Dexter could see a shimmering green mass.

Oh, no. No. _No!_

He shook his head in useless denial, trying to back away. There was nowhere to go.

"Dexter!"

There was a flash of green outside the barrier. Ben was trying to reach him, shifting from one alien form to the next.

He twisted against the Blossom's hold, fighting with all the strength remaining to him.

"No! No!" he screamed, even as the Utonium doppleganger seized his right arm, jerking him up by the wrist. There was no time to cry out at the pain shooting down his side as his ribs protested the sudden movement. His glove was yanked off and instantly his hand was plunged deep into the vat of Fusion Matter.

He struggled. He fought. He didn't even notice when he was released. The stuff in there was not alive, but it acted as if it was. Cold, gritty, slimy, putrid – it held onto Dexter's arm with a force that was not suction - rather, for a moment, it felt as if it was part of him, part of his hand. He struggled futilely, his arm going numb as if he'd been struck incredibly hard, and then a burning sensation started at his fingertips and working its way throughout his whole body. Every nerve ending seemed afire and still he could not escape. Finally he braced his feet against the canister and pulled for all he was worth.

The motion was so sudden that he would have fallen over save that the stuff had yet to let him go. Stepping back, the Fusion Matter clung to his hand. Even as he watched the mass formed a hand, an arm, and then a humanoid body rose up out of the slime, consuming it all as it stepped free of the vat.

It was the same height as Dexter. He gaped with wide-eyed horror as he saw its features form: green hair, square-framed glasses, a red coat identical to his own lab coat, glowing red eyes.

In an instant, he was looking at himself - a sick, twisted, evil version of himself.

It had no mouth, but somehow it conveyed a smirk as it took in Dexter's fear and revulsion. In a sudden motion the newly-formed Fusion seized him around the head, its fingers digging in as it leaned close.

Suddenly Dexter's thoughts were winging backwards over the course of the last few minutes . . . hours . . . days. _Plank. Making the hoverboard. Examining Ben's watch. Chili fries. The lab table melting. Trying to figure out the Omnitrix. The rally. Fever. His sisters visiting his hospital room. The Professor's panicked face. The explosion._ Faster and faster his mimic flipped through his recent memories, searching, stealing, and exposing his thoughts and feelings.

When a scream rang out, he hardly recognized his own voice.

**OoOoOoOoOoOoO**

The way Ben saw it, he had two choices: he could try to phase through the ground or through the barrier. He did not know what generated this electric fortress holding Dexter, but it was a safe bet that as much energy was being directed into the ground as into the sky. Through the barrier it was, then.

He was already phasing between states when Dexter screamed. Despite the pain and urgency in the younger boy's voice, Big Chill could not move any faster than he already was. The barrier was a type of energy the Necrofriggian had never encountered before and he was forced to proceed with care. While it did not disrupt his form as he tried to reach inside the cage, he never before had to struggle to phase through anything. An eternity passed in seconds. Pain shot through this alien body and it was only with difficulty he extracted himself from the barrier.

The sting faded and anger swept in to replace it as he took in the scene below.

"Mitts off, you little puke!" hissed Ben, his wings held wide and threatening.

The Fusion Dexter looked up in annoyance, and then returned his attention back to Dexter, his efforts exacting another scream - weaker this time – from his victim. On his knees before his evil twin, Dexter clutched the Fusion's wrists, vainly trying to pull him off and away.

He dove at the Fusion, slamming into the copy with all his strength. Dexter dropped to the pavement as the doppleganger was thrown across the pen. After a moment the newly made Fusion calmly stood, uninjured, and moved to stand beside the Utonium copy. Landing, Ben stood astride his collapsed friend and faced the three Fusions. What next?

The Fusion Professor reached into his pocket and pulled out the first device he had wielded, the one that created this cage. Ben quietly hissed a curse – he could not abandon Dexter and the Utonium was too far away to freeze with a blast of breath. A few adjustments to the controls, the push of a button, a final satisfied glare at the two beings within the walls of energy, and then the dark-haired Fusion nodded to the others.

To Ben's astonishment, they simply turned and left. The Blossom flew through the barrier and the two scientists walked out. He stared, wondering how and why he and Dexter had gotten off so easily. It was too simple. Somewhere there was a catch to all this that he was missing.

A groan escaped his friend. Ben powered down the Omnitrix to kneel beside Dexter.

"Dex? Dex! You okay?"

Another groan and Dexter slowly lifted his head, squinting at the older boy. If he had looked awful before they left the lab, now he looked like something Wildmutt might have yacked up. After witnessing the dawn of the Fusion Dexter and that brain drain, Ben would be happy if the kid could still stand, let alone reason.

"What happened?" demanded Ben.

He shook his head, not certain. "Ohh," he whispered, holding his head. "My brain hurts."

"You still have one? That thing didn't suck it out of your head or anything?"

"It tried. Ohh." He dropped his head again, every motion painful. "What – where did they go?"

Ben pointed. "That way," he said, trying to help Dexter to stand.

Gaining his feet unsteadily and holding onto Ben's arm to stay upright, Dexter gave his friend sour a look for that absolutely useless answer. "We have to stop them."

Replying with exactly the same look, Ben said, "Then you know how to turn off this force field?"

"Not exactly," admitted Dexter, blinking and trying to clear his vision and his head.

"Don't put the cart before the horse, boy genius. We gotta get out before we can stop the bad guys."

"How did you get in past that energy screen?"

"Same way I got in your lab . . . oratory," he added. "I turned into Big Chill and phased through."

"So go af-"

He broke off, staring, his mouth falling open. Ben followed his gaze but saw nothing remarkable.

"What? What's up?"

Dexter did not answer immediately, but turned and looked all around before facing Ben.

"The walls are closer. This space is shrinking."

A squawk of surprise and alarm escaped Ben and he looked for himself. Well, Dexter had found the catch.

"The barrier was past that curb before," said Dexter with infuriating composure. "If we don't get out we'll be crushed."

"Or fried!" Ben exclaimed, feeling some emotion was called for. "That's what that creep was doing!"

"Mmm," murmured Dexter, trying to put the disturbing memory of the Fusion Utonium behind him and focus on their dilemma. His dilemma, really, since Ben could phase through the wall again.

"Okay, Dex, this is bad," announced Tennyson, nudging him toward the center of the pen. He could hear voices in the distance. Probably some of Earth's Combined Forces and KND responding. They would never get here in time to help – not that there was much they could accomplish anyway.

"Yes," he agreed. "You should leave immediately."

Ben glared. "You're not too smart if you think I'm going to just up and leave you."

"Senseless for us both to be fried."

"Like I'd survive your dad or any of your sisters!"

"There is that. I apologize in advance, Ben."

"Yeah, well, let's just figure out how we're going to get out of here. You staying and getting smushed is not an option."

"Then take me with you."

"Huh?"

"Can you phase through again carrying me?"

The walls were getting uncomfortably close. They could feel the energy, like static electricity, and the smell of ozone filled the air. Ben's hair was standing up on end.

"I don't know," he admitted in all honesty. "I never tired to do something like that before."

Dexter actually smiled. "It's a fine day for science, Mr. Tennyson," he said above the growing hum of their cage walls.

"But – Dex! Phasing is _cold_! I mean super cold! You could freeze to death! Big Chill is built to take that - you're not!"

"Better to try than to stand here and die anyway. What's a little freezer burn between friends?" As he spoke Dexter retrieved his fallen glove and pulled it on again.

Ben stared at him, desperately trying to think of an alternative and coming up with nothing. Dexter looked at him patiently, waiting for him to catch up.

"But . . ."

Dexter stared right back. "The walls are getting closer, Ben. I can't stop them. I'd rather take this chance. If anything happens, it was my choice."

He struggled for a moment longer, and then hastily stripped off his jacket. "Put this over your head. You'll need all the protection you can get. This is gonna hurt. It hurt getting through."

"I understand." Dexter nodded. "Thank you," he said, taking the coat.

He understood Dexter was thanking him for far more than the coat, but Ben could not bring himself to answer with such bravado. "When I tell you, hold your breath," he ordered, adjusting the Omnitrix.

_"Big Chill!"_

It was hero time. Do or die.

Neither boy had any intention of dying.

The walls were closing in, their energy condensing along with the pen. The air around them was so energized it felt like sunburn on their skin and made their teeth and eyes ache. It was almost too loud to hear over the sound of electricity and the brightness was close to blinding.

Dexter covered his head, pulling his hands in tight. Big Chill quickly bent and lifted the boy with ease, wrapping his wings snugly around that skinny frame. So warm. So fragile. So trusting. So very, very human. He was worth the fight.

"Hold your breath," Ben rasped, his human mind doubting while his alien body gave way to instinct. He felt Dexter tense, but he obeyed.

And then he stepped between dimensions and into the glowing wall of energy. Cold and darkness unimaginable engulfed them both.


	14. Out Cold

**Chapter Fourteen: Out Cold**

With all his inhuman strength he forced his way through the barrier. He could think of no instances in the past when he had such a difficult time phasing through anything before. Whether it was the hitherto unencountered energy field or the presence of Dexter or both, Big Chill had never had to struggle to move through dimensions. If the sensation was painful and unnatural for the Necrofriggian, Ben could not imagine what it was like for Dexter.

He was fighting a current. His forward motion was slowed to a crawl as the barrier grew stronger and tried to push him away, snatching at him with weird undercurrents and unexpected eddies. The walls had condensed and concentrated, making his progress that much more difficult. It dragged at him, refusing to release him, compelling him to battle for every inch he traveled toward freedom.

So focused was he on protecting Dexter from the burning cold while plowing straight through the force field that he lost all sense of time. It could have taken seconds or minutes or an hour – he had no way of judging. The energy clung like thick syrup, letting them go only reluctantly when he twisted out of its range. Ben's only thoughts were for regaining solid form and making sure Dexter was still alive, but he needed some distance between himself and the shrinking cage. He would not have put it past the Fusion Utonium to have the last say with some nasty surprise at the end, and so he fled from the cage to a spot far removed across the lot. He came back to being still clutching Dexter closely. The small figure was not as warm or tense against Big Chill's chest as he had been earlier. Voices rose up and he could hear pounding feet, but he ignored them since no weapons were being fired. Instead he looked down at the boy nestled in his arms.

"Dex? Dexter!"

There was no response. Dexter was so limp he almost slipped from his grasp. Powering off the Omnitrix, Ben frantically called him again. He knelt and very carefully set his friend down, cradling his head and bunching the green jacket up as a pillow. In the weird, shifting light of the green energy field he desperately tried to see his friend clearly.

Rapidly melting frost covered Dexter's red hair, and his skin and clothes were covered with a sheen of rime that turned to water in the warm summer air. His cheek was pale and clammy to Ben's touch. For a hideous moment there was no sign of life in the younger boy. Just as panic was starting to rob Ben of his sense and control, Dexter took a long, shuddering breath before coughing weakly. When he did not open his eyes, Ben realized he was out cold – literally.

A pillar of billowing smoke and flames erupted a few feet away. Ben rose with a shout of alarm, fearing the worst and ready to go hero on whatever was attacking them. He sagged in relief as he recognized Mr. Green stepping out of the conflagration. That the demon could transport himself came as a belated surprise, but Ben was very glad to see him.

"What happened?" Green demanded, as alarmed as Ben had been a moment ago. His olive skin and white hair shone with lurid colors in the green glow.

"F-Fusions," Ben replied, suddenly breathless as reaction set in upon him. He sank back down to his friend's side.

"Oh, no," whispered the demon, bending over his student. "Which ones?" As he spoke he stripped off his long cape and covered Dexter warmly. He pointed at the cape and sternly ordered, "Stay!"

Ben's voice was weary. "Utonium, Blossom, and Bubbles. The guards got Bubbles."

A little sigh escaped Green, and his expression was the same distressed look he had worn the night he told Ben about the explosion in the DexCorp plant. "Did they . . . ?"

"Yeah. They made a Fusion of him. I couldn't get past the barrier in time to stop them," Ben replied. "I'm sorry."

He shook his head. "It's not your fault, Ben. We've got to get him-"

"Tennyson!"

He looked up as Number One and Number Five came racing toward their spot, weapons at the ready. Behind them, more KND troops and some of the new trainees spread through the area.

"Keep away from that!" shouted Ben, jumping up and pointing at what was left of the energy cage. Some curious idiots (including Number Four) ventured too close and got shocked. It was brighter than burning magnesium now and only a few feet across. A loud, high-pitched whine filled the air.

"Fall back!" Nigel ordered, waving them off. "Number Three, set up a parameter! Number Two, see to those grown-ups! Ben, Mr. Green – what's happened?"

"We got attacked by some Fusions." He jerked his thumb at the glowing pen, now a narrow column of green light. "Big Chill had to phase through that thing carrying Dexter."

As he spoke the barrier shrank further and grew brighter until there was nothing but a line of light as brilliant as the sun cutting through the night - a very noisy and unstable line of light at that. Sparks and ball and forks of lightning danced on its surface, arching towards the ground and the sky and driving the children back. The whole area was cast in a ghastly green light.

"Not good," observed their resident particle physicist, his black horns drooping low as he realized what was about to happen. Mr. Green waved frantically. "Get down!"

"Down! Everyone down!" bellowed Number One. He dragged Number Two to the tarmac and shoved Ben down.

All through the parking lot people hit the ground, covering their heads. Ben instinctively threw himself over Dexter, protecting him as best he could. Mr. Green likewise shielded his unconscious student and Ben as well. The sound rose in pitch, like a shriek of pain, until it abruptly stopped. The silence barely lasted a second and a painful, staggering vacuum followed. Then the green light collapsed to a pinpoint before it exploded out in all directions.

The expanding energy let out a boom louder than thunder. It shook the earth and the children and bounced them about like popping corn. A blistering hot wind swept over them, blasting them with dirt and dust and proving to some of the recruits that their outlandish clothing ensembles were not entirely suitable for the battlefield. A few screams rang out, and then the world returned to normal.

"Good heavens," said Number One, adjusting his askew sunglasses as he raised his head. He blinked, trying to get rid of the after-image of the explosion that lingered despite his dark glasses. "Anyone hurt? Number Two, Number Five, check for wounded." He rolled over, gaining his feet, and glanced at the epicenter of the blast. There were no signs of the cage or detonation left save that all the grass and the one tree that had been touched by the barrier were brown and dead and a few shrubs had been flattened. They had gotten off easy, he thought as he hurried over to where Ben and Mr. Green were slowly rising.

Dexter had roused, jolted awake by the noise and jostling that accompanied an explosion. He looked awful. Tired, wet, shivering, he let out a small groan as Mr. Green helped him to sit up, then held him upright. The demon draped his cape over the boy's shoulders, trying to warm him.

"You okay?" pressed Ben anxiously, retrieving his jacket.

His teeth were chattering as he rasped, "M-m-my hands . . . h-hurt."

"Let me see," said Mr. Green, gently easing one of Dexter's gloves off. The genius' fingers were bright red and icy cold to the touch. The demon pursed his green lips in sympathy. "I think you have frostbite, Dexter."

He was shaking too hard to reply, but he nodded in agreement.

Ben dropped down on one knee beside them and hesitantly touched Dexter's shoulder. The kid was a mess, no doubt of that. "You gonna be okay, Dex?"

Lifting his head, Dexter gave his friend a bone-weary look. After a moment he nodded again, and then coughed and hissed in pain as his ribs were aggravated.

"Good," Ben said. "You guys take care of him. I'll be back."

"Where are you going?" demanded Number One.

Ben cast the KND leader a knowing smile. "I'm going to go kick some Fusion butt."

"What?" exploded Nigel Uno and Green in astonished unison.

Dexter looked up in alarm. He tired to rise but lacked the leverage and strength and Green had done too a good job of cocooning him in the flowing cape.

"We can't just let them walk," Ben declared. He adjusted the Omnitrix as he spoke. Jetray would do nicely right now since he needed to find them before they got too far away. "I'm going after them. I just might be able to stop them and that'll be three less of those things we have to worry about."

He slapped down the control, giving himself over to the Galvin technology to borrow the form of an Aerophibian. He hissed, spreading his wings wide in anticipation of speed . . . and a fight.

"Wait," said Number One. He dug in his pocket and, after sorting through sundry bits of equipment and some odds and ends and a few candies, he produced a homing device. It was a rounded disk about two inches across and its bulkiness produced a look of disgust from the owner of DexCorp International. "It's magnetic. It's keyed to our radio frequencies. Keep it on you - we'll catch up."

"All right," he agreed, and affixed it to the Omnitrix logo on his chest. He paused when Dexter gestured him to come closer.

"B-Blossom attacks from above," the redhead whispered, shivering. He paused to swallow, and tried to speak without having his teeth chatter or his words slur together with indifferent results. "If she c-can, she'll come at you from behind. She always cle-clenches her h-hands when she's about to use heat vision."

Jetray could not smile, but his gratitude came out in his voice. "Thanks."

**OoOoOoOoOoOoO**

"Be careful," he murmured a moment before the Aerophibian launched into the air amidst a swirl of dust. In moments Ben vanished into the darkness above, swallowed by the low, heavy clouds. Dexter felt a pang of fear. He knew what the leader of the Powerpuff Girls was capable of doing even if she was alone, but he did not know how she compared to the aliens available to Ben.

He could feel the eyes of the KND agents upon him, but he ignored their stares and tried to focus on his teacher. He was having trouble concentrating. Warmth was just a distant memory.

"M-Morton?"

"The security team?" Nigel asked. "They were knocked unconscious. We're getting them to medical. That's where you belong."

He lacked the will to argue. "What time is it?" wondered Dexter. He was light-headed and faintly nauseous, and to his own ears his voice sounded distant and distorted.

"Ten forty-two," Green said, steadying him.

Dexter stared up at his teacher, stunned. Little more than half an hour had passed since he and Ben had come out here to test the hoverboard. In that span, the world had been turned upside down and Fuse had taken immense strides forward in this war. In less than an hour, his life had been threatened and stolen away and forever changed.

It was overwhelming. Dexter felt as if an immense weight pressed against his shoulders, forcing him down. He ached. His ribs stabbed at each breath and his face and feet and hands were tender and even the touch of his clothes against his skin hurt. Blackness crept in on the edges of his vision and he lacked the strength to stand against the advancing shadows. He felt strong arms wrap around him, gathering him close and warm and secure. Dexter never quite knew when the darkness claimed him, but it was a welcome sensation.


	15. Fire and Ice

**Chapter Fifteen: Fire and Ice**

It was easy enough to track the two Fusions that were on foot – they were literally cutting a swath through Downtown in a line heading due north. They moved so fast that the authorities could not catch up to them. Anything that got in their way – cars, trees, structures, buildings – were either tossed aside or, in the case of any number of buildings, the alien creations simply knocked down the walls barring their path and kept walking. Alarms blared, emergency lights flashed, ruptured gas lines set structures ablaze, and people milled about in confusion and uncertainty. Their trail of destruction ended when they entered the wooded area on the northern outskirts of Downtown, and it was there that Ben's troubles really started.

Soaring faster than the wind, it was harder for Ben to track the Fusion Blossom simply because with the heavy cloud cover and her incredible speed it was impossible to get a bead on her without the light from Downtown. There was no telling where she was, but he was fairly certain that she would be protecting the two scientists and therefore would not go far afield of them. He wondered if there was anything of a family relationship between the three creatures, seeing as how the people they were based upon considered themselves a family. Blossom certainly had gone ballistic when the DexLabs security team had destroyed her Fusion sister. How much of the original carried over to the copy? Would the Fusion Dexter be afraid of dirt and bugs? Was this Blossom prone to fits of vanity and bossiness? Was the sneering, angry version of the Professor also clever and wise? Or did they wear the appearance of these people and retain their own negative personalities? Certainly they were twisted and dark, and both Powerpuff Fusions had been violent in the extreme.

He scanned the wind-swept forest, trying to keep in a line with the path father and son had cut through Downtown. At first he thought his eyes were playing tricks on him and it was hard to see past the leaves as they whipped about, but he thought he saw a faint glow moving beneath the trees. Ben swept down lower, almost to tree top level.

_Bingo._

Perhaps because he was so newly made, perhaps because after that attempted brain-drain on Dexter the Fusion was a deluxe model – either way, the creepy little copy of his friend glowed in the dark. A weak green aura clung to the young monster, much in the way some molds and rot give off a faint luminosity. In a small clearing he halted in his tracks and stared up at Jetray. The Utonium stopped just a step behind him, staying close and almost protective of the smaller Fusion. His glimmering yellow eyes were the only bits of him that were clearly visible.

What were they waiting for?

_She'll come at you from behind._

Crud! They were trying to distract him!

Ben twisted in mid air, sheering away as a dark streak whipped past him so fast and close he could feel the snap of her skirt and hair against his forearm. The Blossom landed hard and heavy, knocking down trees and hitting the earth with so much force her feet plowed up a deep trough as she slid to a stop. Furious, she leaped right back into the fight, heading straight for Jetray.

He met her with a swipe of his powerful tail and a neuroshock blast from his eyes and the fight was on. He needed Jetray's speed against her - she was as fast as he was in this form. They exchanged blows, neither quite able to connect well enough to take out the other. Ben prayed she was giving it her all just as he was. If she was not, if this was a warm-up for her, then Ben Tennyson was toast.

He never even saw her fist before they knocked one another well apart, each of them landing a hefty blow. The girl sure could punch, that was for certain - he was going to be feeling that shot for days. In the gloom of a restless night they glared across the gap they had created between them. Her blood-red eyes shone with pure hatred, and it suddenly struck Ben that perhaps trying to take on even a copy of an ultra super hero was not the wisest decision he had ever made.

He saw her hands clench and immediately he dove straight down and away. The beams of heat vision she shot missed him, but not by as wide a margin as Ben would have liked in any form. He could feel the intensity of the laser as he swiftly changed aliens.

_"Swampfire!"_

He landed heavily amidst the trees and not nearly as far away from the other Fusions as he would have preferred. Diving into the thick brush, he kept still, knowing Swampfire could blend in with the foliage and give him a chance to regroup. From what he knew of the Powerpuff Girls, they were better at fighting in the air than on the ground - not that they were any less capable down here, but their foremost advantage stemmed from their power of flight. Flight and teamwork, and the Fusion Blossom was alone. It was not much of an advantage against a one-girl army, but he knew he had to take what he could get. Though Ben could not say for certain, somehow he suspected the real Utonium and Dexter would both be pretty useless in this sort of combat unless they were equipped with some sort of fancy electronic gizmo that required batteries and a tool kit. Though the Fusion Professor had done pretty well with the devices he had on him, aside from knocking through a few brick walls in Downtown the two male Fusion dopplegangers did not seem to possess anything like the fighting skills of the Blossom.

Then again, who did besides her sisters?

She flew down low over the treetops, scanning for him. Could Fusions detect odors? If they could he was about to find out, because Swampfire put off as much stink as a bog.

A shift of movement, a hint of not-total darkness, and he knew it was the glow-in-the-dark version of his friend. The Fusion Dexter was standing in the clearing created by the Blossom's skid marks, the shadowy form of the Professor by his side. As Tennyson watched the short figure glanced up at the ersatz Powerpuff Girl as she hovered overhead, and then the little creep abruptly turned and pointed directly at Ben. How had he . . . ?

Instantly Ben reacted, casting a fireball of burning gas right at the Blossom before raising his free arm to fling some sharp-edged seeds at the imitation scientists. Blossom backed away before the conflagration and waited until the last moment to dodge. She watched the burning mass dissipate into the clouds, as bright as a beacon until it was swallowed by the night.

The Utonium, not so fast as his daughter, thrust the Dexter out of the line Ben's fire, interposing himself between the new Fusion and the keeper of the Omnitrix. With a hearty frown he looked down at the seeds embedded in his body, black against red. If not painful, he at least found them uncomfortable, and he yanked one seed out and flung it down in silent fury.

"Thanks," grinned Ben, and with a swift change in his Methanosian phytohormones, he commanded the seed to grow.

It sprouted with amazing speed, twisting up to harry and harass the green-skinned scientist with vines and tendrils and leaves that wrapped tightly about him and made him stagger. The doppleganger tried to shake the plant off without success, and Ben felt swift satisfaction at seeing the Fusion Utonium completely confounded and overwhelmed by a hyperactive plant.

He thrust his hand at the ground and sent vines snaking deeply into the earth where it had been churned up by their scuffle. He bore down as far as he could before the soil became too dense for him to grow through easily, and then he angled the vines back toward the surface.

The Fusion version of the little green sprout, unable to get close to the thrashing Professor to free him from the attacking foliage, whirled on Ben. He had a lot to learn about fighting, because he charged directly at Swampfire and right into the trap Ben had set.

"Frontal assault," chided Ben, grateful to have the upper hand if only for a moment and to know that this Dexter was not as savvy as his friend. "Not your smartest moment, boy genius."

The doppleganger had not taken four steps before the Methanosian's creepers sprang up from all sides and seized him. Looking around in alarm and confusion, the Fusion was clearly surprised by the assault from below. In an instant he was bound by woody vines so tight that he was unable to struggle. Even without leverage, this thing's power was astounding. With Herculean effort Swampfire yanked the little puke beneath the surface, down into the loosened soil before releasing him deep underground, retracting the vines and burying him a good fifteen feet under the earth.

That would keep him busy for a few minutes. The Utonium was struggling to his feet, breaking off the last remnants of vines and leaves and looking light years beyond furious. He strode forward, past the small crater that marked his protégé's resting spot, his yellow eyes flashing. He stopped a few paces from Ben, folding his arms and using his glare as a weapon. If looks could kill then Ben10 would have been carted off the field in a body bag.

Suddenly there was movement behind the tall Fusion. Ben gaped in sickened horror.

"Hey! What the – oh, that's just gross!"

The Fusion Professor Utonium joined the fray and apparently he had brought along his . . . tentacles.

They erupted from his back, thick, long green tendrils that lashed the air. Who knew? Maybe the real P.L. Utonium was living up to his name and his DNA was radioactive. Maybe Fusions just sported more options than humans. Ben really did not care. The extra limbs darted forward with blinding speed. Before he could move, Ben found himself pinned in the cold, slimy, smelly grip of the Fusion, each wrist and leg held firmly. He could not move.

He heard a rush of air and he knew that the Blossom was about to attack. Well, there was more to winning a battle than strength. Swampfire had the power to alter his form and regenerate. He did so now, splitting into vines, melting down and away out of the Utonium's hold and reforming a few feet away. Surprised to find himself holding empty air, the doppleganger suddenly thrust his arms forward to halt the Fusion Blossom from slamming into him at full force. Her momentum drove him back until his immense strength and the mound of dirt and rocks they churned up stopped them both. Ben got the feeling she had done that on purpose when the Professor seized her around the waist with a tentacle and thrust her bodily aside, literally tossing her back into the fight.

So much for fatherly affection. Then again, she used the momentum he provided to attack Ben, so maybe the Utonium's intentions were of the best in their own skewed way.

An instant later he found himself in pitched battle with an enraged Powerpuff Girl. Good lord, but what had Utonium wrought when he made these three? And what the heck had Ben been thinking challenging her? It took everything he had just to keep up with her strikes and kicks, and even then he took worse than he gave. She drove him back, keeping him on the defensive. There was no time to switch to another form, to see if one of his other aliens would stand a better chance against her. Where the heck were Nigel and his crew? A little help right now would be appreciated.

He forced her to dodge by shooting a barrage of seeds in her direction, and then he shoved the Blossom back to launch a massive fireball at her. Too close to dodge, she lunged at the glowing mass of methane.

Seconds were all he had. Seconds were all he needed.

_"Big Chill!"_

She moved through the burning gas, forcing her way clear to burst past it in a swirl of smoke and flame, and she emerged blackened and singed. The Blossom doppleganger clenched her hands and arched her back in silent pain as she fought to master herself. Gaining control, she seemed to tense, straining and concentrating for a moment. An instant later her vibrant clothes and hair and skin were restored – and as she whirled on him in an absolute frenzy, so great was her ire.

Big Chill leaped to the air, gaining some height before he hovered in place well above the forest, waiting for her to come to him. He wasn't sure if his plan would work but anything was worth a shot at this point. Like a moth to a flame she flew at him, fury twisting her features.

Her hands clenched and her eyes narrowed. Ben Tennyson blessed Dexter's eleventh hour advice and Big Chill phased between dimensions as her blast of heat vision passed clean through the ghostly figure. Straight into Big Chill she flew – and he focused his presence upon and around her, matching her speed, her maneuvers, and slowly freezing her to the core. He endeavored to stay with her, to maintain this state of non-being. From within he could predict in which direction she would head by the slight movements of her body. It was a day of interesting challenges. When he had been carrying Dexter he had been focused upon keeping him from freezing. With Blossom in his grip he bent all his energies on reducing her to ice, and Big Chill let loose on her.

The Blossom panicked when anger did not serve to dislodge the Necrofriggian. She swooped and dove, twisting desperately as she tried to elude his ethereal presence, but he followed closer than a shadow. Finally she slowed as Big Chill's power began to overtake her and freeze her from the inside out. The Fusion Matter comprising her body was resilient, but a fluid. The more viscous it became the less she could function until she froze in every sense of the word.

Desperately she tried to streak away, but it was too late. She could not achieve the necessary speed. The end came abruptly – she froze solid in mid air, head high, one arm outstretched as she tried to escape Big Chill's clutches. Her glowing eyes faded and her color darkened. The moist air instantly coated her with a thick layer of ice. Ben pulled away and let her fall. She plunged to the earth and hit with a loud crunch, her petrified body shattering on the rocks below.

He sighed in relief, not certain he would be able to do that again, and stared down at her. Revolting. The Fusion Powerpuff looked like a broken statue made of jade or a discarded doll. There was no blood, no gore, just chunks of solid green and red mass. She had not been alive in any sense Ben could understand and he did not think that she was gone for good, but for the moment she was not a threat.

One down, sort of. In a literal way, at least, Ben mused. Two to go.


	16. Miss April

**Chapter Sixteen: _Miss April_**

"You WHAT?" bellowed Number One.

Number Two steeled himself for the wrath that was sure to follow. "We . . . we dismantled the S.C.A.M.P.E.R."

"What _for?"_

"Routine maintenance and upgrades. Since we've been here training the new recruits and since they have the space in their docking bay, we decided to do a complete overhaul." He did not add that the KND maintenance crew was trying very hard to score some null-void cannons from the engineers here at DexLabs. So far Dexter had not budged, claiming all null-void technology produced was spoken for at least into the next year, but Number Two was optimistic.

"Why wasn't I told?" Nigel demanded. "Ben is out there facing three Fusions by himself, Number Two! I don't think he's got a clue of what he's up against! Heck, _we_ don't even know what he's up against! Even if he has figured it out at this point, he's going to need backup!"

"Then so do we," Number Five replied reasonably. "We got to find us another ship."

Number Two looked longingly at Dexter's small fleet of sleek prototype aeroships filling the hangar bay. There were close on twenty ships of various sizes and designs – gunships, transports, fighters, and one that looked a single step away from a rocket and was built for speed and nothing else. They were silvery and beautiful and all of them seemed to Hoagie Gilligan to be longing for the freedom of the skies.

Most of them were named for months of the year, with August notably missing. He had asked, and the engineers here at DexLabs had told him Dexter tended to name the smaller aeroship prototypes after the month in which they were designed or their keel was laid (prompting the workers to give all the ships in what the engineers called 'the pinup series' the title of '_Miss' _after the _December_ _1-A_ was featured in a photography spread for _Popular_ _Science_). The larger, heavily armed gunships were named after vessels from classic science fiction. Thus_ Miss January_ and _Miss_ _May_ shared their hangar with the _Atvatabar, _the _GodPhoenix,_ the _C-57D, _and, strangely, the _Martian Maggot_.

Hoagie only saw speed and power and designs that made their own S.C.A.M.P.E.R. look as aerodynamic as a brick. Why these shining beauties were ignored and gathering dust in this remote hangar, he could not understand.

"They'll never let us take any of those," he sighed.

"Number Five never said _take_," she replied, folding her arms across her chest as she expanded on her theme. "More like . . . borrow."

Nigel shook his head, eyeing the graceful array of vessels. "Half of them probably don't even fly. They're all prototypes and experimentals."

"But the other half might," insisted Number Five, giving him a wry look.

Their leader was silent for a moment, considering. "Get our gear assembled. I'll be right back."

**OoOoOoOoOoOoO**

"You want to _what?"_

"Borrow an airship."

The foot-high hologram of Mr. Green made the tall, slender demon look like a gremlin standing on the comm panel. Unconsciously, Number One stood straighter on the projection unit built into the floor at his feet, knowing that Dexter's tutor was viewing a similar hologram of him. He did not want to slouch in front of someone that was teaching physics to one of the most brilliant minds on the planet.

"Aeroship or gunship?" asked Mr. Green seriously.

"Either or, so long as it flies."

"Nigel, what about your ship? Isn't it in Hanger Three with the experimentals?"

"The S.C.A.M.P.E.R is in pieces," he explained, trying to keep any hint of bitterness out of his voice. "Number Two and our mechanics decided to do a complete overhaul on it. They didn't expect to need it for a few weeks and so they didn't bother telling me."

Green frowned, which was a frightening thing for a demon to do. Gray smoke began to rise up around him until an off-screen person in DexLabs' medical center coughed and yelled at him to cut it out.

"Sorry. Just thinking," called Green, raising his hands in apology. He waved at the smoke, and then held his chin as he thought hard and fast. Nigel watched him anxiously, wishing he would hurry it up so they could go help Ben and using every discipline he knew not to become frantic.

The olive-green demon abruptly activated his wrist communicator. "Computress," Green ordered, "unlock the controls for _Miss April_."

"Dexter mothballed the _April X-0_," reminded the computer. "She's due to be dismantled in October."

"I know. This is on my authority and on my horns if anything goes wrong. Unlock the controls and power up the proto-core. Nigel," he said urgently. "_Miss April'_s not armed and she cannot, under any circumstances, be pushed to her maximum speed. Is that understood? Push her into the red and that ship will tear herself to pieces. The engine is far too powerful for the hull."

"Understood, sir."

"I want fully trained combat operatives only on this mission – no trainees. Those Fusions are too dangerous for green troops to face."

"I-" He was about to argue the point, but something told him that refusal would be a mistake. Such a stern stipulation effectively reduced the number of KND operatives he could bring along to exactly four – his regular team. One glance at the hologram told him Green knew this full well and had spoken deliberately. "Yes, Mr. Green. Thank you. We'll hurry back."

"She's in Hangar Three. Chief Barnes will get her ready. I want to know the moment you get back here. Is that understood?"

"I'll call you myself. Don't worry. We'll find Ben and give him whatever help he needs. How is Dexter, sir?" he asked, knowing Tennyson would ask.

Green made a face, and then forced a smile. "Perfectly unhappy," said the demon tightly, sharing the boy genius' sentiment.

"Give him my best regards."

"I will. Good fortune, Number One."

He grinned, the thrill of promised action rising in him. "And to you, sir," he replied, knowing Green would need it. He keyed his communicator, already moving at a jog. "Kids Next Door, assemble in Hanger Three!"

**OoOoOoOoOoOoO**

He entered the hangar at a run and was pleased to find his team familiarizing themselves with the _April X-0. _The aeroship was relatively small and sleek and he knew instantly that Number Two would have to be pried off of it with a crowbar once their mission was complete.

He ducked inside the access hatch to the aeroship's bridge to find Number Two and Number Five being given a quick tutorial by Chief Barnes, a DexLabs engineer and test pilot. Used to dealing with highly intelligent children, Barnes was exactly the sort of adult the KND liked to deal with since he did not talk down to them or simplify his vocabulary because they were children.

"Just giving your team a run-down on _Miss April_," said Barnes, turning to Number One.

"Mr. Green said she's got some speed," he replied.

"Speed ain't in it," was the stern reply. "She's ten rpm's away from being a flying bomb. If anything else in this hangar was ready to go, I'd never let you take her out. Even the _GodPhoenix_ is safer, and she's overgunned."

"Understood, Chief," said Number One. "We won't press her." _Or our luck_, he added to himself.

"We need the engine on this thing for _Miss_ _August_. Try to bring it back in one piece."

Nigel Uno grinned. "We'll do our best."

There were only three seats on the cramped bridge, but the engine room, joined to the bridge by a short hall, had space for four jump seats. He sent Number Three and Number Four to the back with the tracker for the homing beacon, all of their weapons, and strict orders to touch nothing. There were enough warning signs promising a swift death if tampered with on the (surprisingly small) sealed engine housing to cure even Number Four's nosy curiosity.

"All set?" he asked, dropping down into the middle seat between Hoagie and Abby. He clapped a headset on and adjusted the volume.

"We're green," Number Five responded, intent on the controls.

"_Miss_ _April_, you are clear for takeoff," said Barnes over the communicator. "Keep it low and slow, Kids."

"Roger that, Chief," he replied. "Number Three, what's our direction?"

"Due north," the perky girl said immediately.

"Let's go."

So smooth and graceful that it seemed she remained still and the world moved around her, _Miss April_ took to the air, a streak of silver against the stormy night. Inside on her bridge, the only girl focused on learning all she could in the limited time she would have in the ship, one boy reveled in flying a masterpiece of engineering and aeronautics, while the other boy desperately prayed they were not too late to come to the aid of one of earth's foremost heroes.

**OoOoOoOoOoOoO**

"Huh-_what?_ Oof!"

He was snatched roughly out of the air and slammed face-first into the ground, feeling every rock and branch that rose up to stop his motion. Big Chill twisted around with a savage hiss to see a slimy green tentacle wrapped firmly around his ankle and a set of wicked, glowing yellow eyes sneering at him from the darkness beyond. Before he could do more than register these observations the Fusion Utonium whipped him away, sending him crashing through tree branches before he used the momentum and took wing. He rose up on the wind, hovering out of tentacle reach, or so he hoped.

Something whizzed past his head. He glanced back to see a chunk of rock hurtling through the sky. He twisted and dodged just in time to avoid being smashed to pulp by a whole tree hurled at him at warp speed. Wonderful. This freak was throwing stuff at him now.

"Cut that out! Jerk," the Necrofriggian added under his breath. How strong was this thing that it could fling whole trees about as easily as Mandy hurled insults?

A frontal assault was called for this round. As the Utonium's tentacles reached for more ammunition to wing at him, Big Chill dove straight in, smashing his shoulder into the doppleganger's mid section with all his strength. It was like crashing into the side of a mountain. The Fusion Matter he impacted against had about as much give as granite.

With lightning reflexes, the Fusion Professor's hand shot out, seizing the emblem of the Omnitrix on the Necrofriggian's chest. A hiss of surprise escaped him and he fought to free himself of the powerful grip. Yanking back, he was abruptly released only to realize too late what the Fusion was after when the Utonium closed his hand on the homing beacon attached to the insignia.

"Crud," muttered Ben Tennyson. He sent a blast of icy breath at him, but the Fusion sidestepped the attack and drew back toward the clearing where Swampfire had buried the little green sprout.

Time for a new hero. Big Chill had become a known factor to the Fusions. It was time to shake things up a bit. He could only hope he didn't overload the Omnitrix again by all these changes.

_"Spidermonkey!"_

He dropped from the sky and landed among the branches, darting to the trunk of the tree and swarming downward. It was easier to see in the dark with this form and he had the speed he needed to avoid those tentacles. He just hoped he could keep up with the demands Spidermonkey put on his system - Ben had been hungry and tired even before he had headed to Dexter's laboratory, and an Arachnichimp's metabolism was much faster than a human's. He had not expected to engage in such a prolonged battle, especially against a pack of Fusions.

He leaped at the Utonium with a shrill screech, landing on his head long enough to scratch and mess up his hair before lunging back into the shelter of the leaves. Those long tentacles shot after him, seizing huge limbs and snapping them off the trees as the Fusion tried to flush out this annoying pest.

"Ha! Missed me, Plutonium!" he called, excited and delighted to have completely frustrated the Fusion. He bounced around on the branch where he was perched, unable to resist mocking the doppleganger. To Ben's displeasure, however, the tall Fusion turned and walked away. "Hey! Get back here! I'm not done taunting you!"

He gave chase through the trees, keeping pace but staying out of range as the Utonium entered the clearing. The burial mound marking the Fusion Dexter's resting place was moving slightly. One of those writhing tentacles plunged down into the earth and a moment later the Fusion Dexter was pulled free, kicking and shaking soil out of his hair. He looked as furious as he was filthy. The earth and mud just fell away as soon as he moved, leaving him as clean and bright as before, but his attitude stayed lousy.

No other form in the Omnitrix available to Ben10 would have dared to laugh at the mimic's display of temper save Spidermonkey, and he laughed now as the Utonium set the boy on his feet. Behind the Arachnichimp's amusement and scattered thoughts, Ben noted the protective stance and attentions of the Fusion Professor. Did he actually care as the real Utonium cared for his children, or was it because the Fusion Dexter was so new and so incredibly valuable to Fuse?

The faintly luminescent copy of Dexter immediately zeroed in on Ben just as before. Was it a skill he possessed? Clenching his fists, he took a few threatening steps toward the teen that had so ignominiously buried him under fifteen feet of dirt.

"You want a piece of me, Dexy?" chattered Spidermonkey.

All four of the Utonium's tentacles reached out, wrapping around the little creep and halting his murderous progress. At first the Dexter looked back savagely at being so restrained, and then he nodded his understanding as he saw what the leader of this expedition was holding in his palm.

The KND tracking beacon.

"Not good," muttered Ben.

He shot a tendril of webbing at the Fusion's hand, trying to snag the metal disk back. No such luck. The Professor's doppleganger twisted, catching the stream of sticky web on his side as he calmly handed the beacon over to his protégé. One of the tendrils brushed the webbing away as easily as if he was brushing away a bit of dust. Dirt, webs - didn't anything stick to these guys?

"Double-plus un-good," hissed the blue-furred Arachnichimp as the Fusion Dexter gave Utonium one final nod. What were they doing? They definitely had a plan, whereas Ben had just a crazy notion that he could stop them single-handedly. The green-skinned Dexter turned and glared up at him, and Ben knew that if that short brat had been in possession of a mouth, he would have stuck his tongue out at him.

Then the Dexter copy turned and hurried away, his glowing form visible for just a few moments until he was swallowed by the darkness. Ben watched him go with a sinking realization.

There went the homing beacon.

There went his backup.

And the Kids Next Door were going to follow that signal right into a trap.

Ben was exhausted. He was hungry. He was aching from the fight with the Fusion Blossom. He was also not on his game, because he lingered a moment too long watching the departing Fusion.

An icy-cold tentacle seized him around the neck, dragging him out of the tree and throwing him bodily to the ground. A cry of surprise and pain escaped him as he hit. He churned up a narrow swath of branches and rocks and dirt as he slid to a halt. With a groan Ben shifted, dragging his head out of the debris.

Malevolent yellow eyes stared down at him.

He felt his heart sink. "Uh-oh."


	17. Turning the Tables

**Chapter Seventeen: Turning the Tables**

He twisted away just as a thick tentacle slapped down right where he lay in the dirt. Scrambling to reach the trees, Ben knew he didn't have a chance. He was worn out and these Fusions seemed tireless. Clammy, smelly Fusion Matter twisted around his ankle, dropping him to the dirt again. He felt himself being dragged a few yards before he was lifted off the ground. Spidermonkey's arms and legs and tail splayed crazily as he was suspended upside down. Ben found himself almost nose-to-nose with the newly-dubbed Professor Plutonium.

"Yeah, and?" he demanded.

Plutonium reached up. Ben hissed, baring his fangs, but the Fusion was unimpressed as he plucked some hairs from atop the Arachnichimp's head with a hard yank.

"Ow! Hey! What do you -?"

He broke off as Plutonium examined the tuft of blue hair with professional interest. Suddenly Ben Tennyson was reminded of Number Two's gushing admiration for Professor Utonium – he was the foremost geneticist on the planet and now his evil doppleganger had some DNA from an alien species in his hand. Great. Just great. Visions of Fusion Arachnichimps swarming over the landscape raced through Ben's head. Could this night get any worse?

The answer came an instant later. He let out a shrill cry of protest as he was whipped through the air. Plutonium smashed him to the ground, jerking Ben back and forth among the bushes and stones with careless ease as he went on studying his prize. The impact was jarring and for a moment Spidermonkey hung there above the ground, stunned to see bluish blood dripping through his matted hair. He shook his head hard, coming back to himself as he felt a tension run through the limb wrapped around his ankle. He knew he was about to be beaten against the rocks or thrown again. Well, there was a tidy solution to that dilemma just at hand.

He touched the logo on his chest, and for a few seconds green light flashed through the thick forest.

_"Echo Echo!"_

Plutonium drew back in surprise as his hairy, many-armed captive turned into three and then six and then twelve small, white, smooth-skinned Sonorosian. The tentacle on his ankle loosened and Ben dropped down and darted away. His light hide made it almost impossible to hide despite the darkness, but he had Plutonium outnumbered now.

Each Sonorosian split, doubling their numbers, and they hastened through the brush to encircle the Fusion. Cunning and swift, Plutonium managed to seize the nearest pair of them, the powerful tentacles hurling the small aliens into the rocks behind them. Undaunted by the loss of two of their numbers, the other Echo Echoes finished their circle well out of range of their opponent.

"Wall of sound!"

Their voices rose up from all sides, followed by a gradual, relentless, booming sound from almost two dozen throats. The sonic blast came from every side, battering and disrupting the Fusion Matter comprising the doppleganger. Plutonium staggered, his glowing yellow eyes narrowing as a thin stream of dark green liquid dripped from his nose. Echo Echo did not relent, but kept up the attack, closing in on the mimic as he staggered and fell to his knees.

He could feel it before he heard it, a deep tremor in the earth that would only be detected by the most sensitive of beings. Even as Echo Echo generated his sonic blast, a louder, stronger, but far less focused sound was building on the horizon, starting with a faint rumble like thunder and driving up to a furious roar just short of a sonic boom.

Echo Echo glanced up just long enough to see a small aeroship of unmistakable design streak overhead, heading north. Ben had been exposed to enough DexTech over the past few weeks to recognize something designed by Dexter – the ship was sleek and silvery, as graceful as a swan and moving like a bat out of hell. It had to be his cavalry. In a flash it was gone, moving faster than its own sound. Moments after the aeroship was out of sight the howl of its engines drowned out the wall of sound, and he cut off the attack for a moment as the noise seemed to pass over and through him like a physical blow.

Plutonium, 'bleeding' from his nose and ears, looked up as the aeroship tore through the stormy sky. It vanished from sight as quickly as it appeared, the sound and tremors fading with its passing. The Fusion rounded on Ben with a vicious glare. It knew as well as Ben did that his rescue was most certainly _not_ at hand.

Another sonic blast from the throats of the Sonorosians was enough to knock Plutonium to his knees. They were tough, these Fusions, but they were not indestructible. The Bubbles and Blossom had already proven as much. They just took a lot of killing, that was all, but Ben Tennyson was so very, very tired.

Suddenly Plutonium surged to his feet, charging the many Echo Echoes. The silence of his assault was almost as disturbing as the result - two more of the small aliens went down before Ben slapped the Omnitrix logo on his chest.

_"Gooooop!"_

He lunged at the doppleganger, encasing him in a ball of slime. For a moment Plutonium was caught off guard by the Polymorph. He tried to work his way free, but Ben kept him enclosed in a sphere of viscous matter, just as he had trapped the Blossom as Big Chill. The Fusion glared, his stolen genius trying to find a means out of this unexpected trap. Every move he made was countered as he struggled against the syrupy Polymorph.

"Try this on for size," hissed Goop, and he began to raise the acidic level of the slime. It seemed Plutonium could feel it, because he began to struggle harder, lashing out and fighting to escape. Suddenly his tentacles shot up and seized the tiny UFO hovering over their heads, the unit that controlled the slime that comprised Goop.

"Hey!" shouted Ben.

Ignoring how the sharp edges sliced open his tentacles, the Fusion Professor threw the mechanism as far as he could manage with limited leverage. The metal disk landed on the other side of the clearing they had made, but it was far enough. The link between controller and controlled was severed and Goop slipped down and off of Plutonium, pooling at his feet. He stepped out of Goop rather distastefully and strode over for a look at the UFO.

The effort to recombine Goop was more than he or the Omnitrix could handle. Ben knew what was happening the moment he felt a tingle run though his system. It was a familiar sensation, and supremely unwelcome though not entirely unexpected. He knew he was lucky the Omnitrix's power had lasted this long, but he nonetheless let out a little groan as the unit powered down to recharge and plain old Ben Tennyson was left facing the Fusion copy of Professor Utonium.

That glare alone was a deadly weapon. Glad to have some distance between them, Ben stumbled away, trying to conceal himself amidst the trees and the darkness. His head ached terribly, and when he touched the crown of his head to find the source of the pain his fingers came back bloody. Every bit of him hurt and he had to move with caution, trying to be silent and too clumsy with fatigue to do a good job of it. If Plutonium laid hold of him now then Ben Tennyson was well and truly a goner.

Dare he hide? Could he afford to stop? He feared he would not be able to move again if he stayed still for even a few moments. What capabilities these monsters possessed he could not say, but his mind kept returning to the Fusion Dexter and the ease with which he had zeroed in on Ben's presence. Come to think of it, though, he seemed to have the same focus as the real Dexter. Baby Einstein had made no attempt to hide his interest in the Omnitrix, and perhaps that fascination had been passed along with whatever else that little puke had sucked out of Dexter's head.

A new chill raced down his spine. Just by observation and fixing his watch, Dexter probably knew more about the Omnitrix and its actual workings than anyone on earth. Could that knowledge be how the Fusion Dexter had pinpointed him so easily?

He paused, listening and forcing himself to keep perfectly still where he leaned against a huge tree. The wind was blowing and leaves rustled overhead. He heard a faint, shuffling sound as something large tried to move through the brush like something small. In the uncertain light of a stormy sky he spotted a dark figure off to the side: Plutonium. He was looking for Ben, and it seemed he lacked the Dexter's ability to sense the Omnitrix, but had to rely upon whatever senses being made of Fusion Matter bestowed upon him.

Ben stayed frozen in his spot. He willed the doppleganger to keep walking, to lose him in the darkness for a few minutes. He just needed the charge in the Omnitrix to build up. Just a little. Just enough for one last transformation. After that . . . well, he'd deal with the situation after that. Nigel and his crew were probably hot on the trail of the little green sprout. Though the Fusion might be inexperienced when it came to fighting, Ben had not been kidding when he told Mr. Green that smart was a lot scarier than vicious. He had no doubt anyone as cool and quick-thinking as Dexter would be a match for just about anyone, and odds were good his Fusion mimic would be just as adaptable.

Suddenly a songbird, frightened awake by the Fusion Professor, took to the air, a sharp call of alarm breaking the quiet. With unnatural speed the Fusion went after the small bird, crashing through the undergrowth until it was almost out of sight and Ben had to depend upon his ears. One of those tentacles snatched the bird out of the air and dashed it to the ground. Ben gasped at the savagery and speed of his enemy, but he dared not move. He glanced down at the Omnitrix. Too soon. It was too soon. He needed to hold on a little longer. The charge wasn't high enough to transform yet. He would only get one shot at this. It had to work.

The silence returned and a heavy, tense sensation filled Ben. It was like being smothered by a blanket. Plutonium was no longer in his line of sight. He strained his eyes and ears to their limits, staring into the darkness as he felt the hairs on the back of his neck stand up. He'd felt this before in a number of alien forms - the reactions were different in each but the feeling was the same.

He was being watched. Stalked. Until the Omnitrix recharged, he was helpless. Right now, _he_ was the Fusion's prey.

Perfect.

**OoOoOoOoOoOoO**

"How is she handling, Number Two?"

Hoagie Gilligan was in heaven at the controls of the aeroship. Even with keeping all of her systems in the green, _Miss April_ just responded to a feather-light touch. She was built for distance, rapid acceleration, and blinding speed. How he would give her up after they rescued Ben, he could not imagine. "Like a dream."

"Throttle down," ordered Number One, sensing that his subordinate was indulging himself. "We don't want to overshoot Ben's location."

Number Five, monitoring the screens before her like a hawk, snorted faintly. "This baby ain't shootin' nothin'."

Nigel could understand Mr. Green's fears. _Miss April_ was the fastest, highest-tech ship he had ever been in and the transition from the S.C.A.M.P.E.R. was like swapping out a rocking horse for a thoroughbred racer. He was glad of Number Five's presence on the bridge. She would keep Number Two grounded in reality since it was not their aeroship, nor would it ever be despite what hopes Hoagie might be harboring at the moment.

_"Hey, you guys, Ben's just ahead of us over treetop level,"_ called out Number Three over her comm unit.

"Let Number Five confirm," responded the dark-skinned girl. She scanned the instruments and screens before her, reveling in the quick and easy technology. "He's just ahead, elevation 422 feet . . . he's going up that mountain, uh . . ." She hit a few buttons. "Uh . . . looks like it's called Mount Kibble." Her voice betrayed her uncertainty over the mountain's odd name.

Number One nodded. "I've heard some of our trainees talking about it. It's popular with climbers. The southern face is very steep and rocky."

"Well, that's where we'll find our boy. Looks like he picked the worst spot to reach, too."

Nigel felt himself frown as he studied the topographical diagram she pulled up on the computer screen. Why would Ben climb when he could fly? Was he injured? Or was that the only way to reach the Fusions? And how had they gotten so far, so fast? Ben he could see, that several of his alien forms could fly, but the Fusions?

"Dropping our speed," announced Number Two, and very faintly they sensed the g-force in the cabin lessen. "Orders?"

"Where exactly is Ben, Number Five?"

Somewhat familiar with the working of her station now, Number Five rotated the screen to show Mount Kibble as they approached. "Right here. Here's the view from the west. He's right on this rock face."

Number Two glanced over and frowned. "Could he have picked a worse spot?"

"No," Number One said slowly, cautiously. He held his jaw, thinking, and then called, "Number Four, did you pack our ropes and harnesses?"

_"All the way down to the fifi hooks, Number One,"_ was the quick response.

"Look for a place to set us down up here, Number Two," he said, indicating a wide, flat ledge toward the top of the mountain. "We'll abseilen down."

"At night?" squawked his next-in-command after he took a moment to translate British English into American English and realized Nigel meant to rappel down the clifface.

Snapped Number One, "How much choice have we got in the matter?"

Number Five gave their pilot a look. "You doin' anything else right now, Hoagie?"

"Just saying," the chubby boy muttered under his breath. "I'll see if I can land us. This might take a few minutes."

**OoOoOoOoOoOoO**

He didn't move, hardly daring to breathe, wishing the breeze would stop so he could hear better. Ben Tennyson had been a warrior for the earth long enough to know when something wicked was drawing near. His pressed his hands against the tree before him, trying to sense any vibration in the ground. Echo Echo would have been able to pinpoint the Fusion instantly, but Ben Tennyson could not tell where the enemy lay. He shifted slightly, letting his sleeve slide down a bit. A glance at the Omnitrix, so heavy on his wrist, showed he needed just a little more time . . .

Time and proximity. They were the only things that mattered to Ben10 right now. Time to recharge the Omnitrix and proximity to the creature hunting him.

In the next instant, Plutonium slammed him into the tree with so much force he was surprised he wasn't knocked unconscious at the impact. Luckily his face was turned to the side; otherwise his nose would have been broken as he was crushed against the rough bark by that inhuman strength. Ben let out a shout of pain and shock, but he had the presence of mind to clasp his left wrist with his right hand a moment before he was entwined in thick, heavy, smelly, slimy tentacles. Lifting him bodily off the ground, he was yanked up close and personal to Plutonium. This was it. The battle was over. The Fusion was not about to mess around any more, Ben could tell by the look in those glowing yellow eyes.

Well, the same could be said from Ben's perspective.

He needed Plutonium close and he got exactly what he wanted.

He struggled against the thick limbs holding him in order to see the Omnitrix. Ready or not, it was hero time. A faint greenish glow emanated from the device as he dialed through the aliens-

Plutonium reached out, seizing the teen's left arm just above the Omnitrix and closing his grip so tightly that a scream of pain was torn from Ben's throat. The Fusion snapped the bone in his arm with sickening ease. Gasping, crying, shouting out his agony, Ben found the alien he wanted from the zoo he wielded and without a moment's hesitation, he slapped down the control before the doppleganger ripped his arm off.

The energy emitted by the Galvin technology threw off the Utonium mimic, spilling the astonished Fusion to the ground.

_"Humongousaur!"_

He pushed the transformation to the maximum, refusing to stop at the initial phase, but growing taller and more like a dinosaur until he towered forty feet over the ground. He was panting in pain - what Ben felt, the aliens felt and vice versa. His long forearm was just as broken as Ben's, and whereas the pain was enough to incapacitate a human, for a Vaxasaurian it only served to make him mad. Almost as tall as the oldest trees in the forest, the huge dinosaur glared down savagely at the annoying green being far below. Arms, legs, and tentacles sprawled, the Fusion looked like some hideous and gigantic insect.

"I've had enough of you," growled Humongousaur. "Eat this!"

And before the Fusion could recover or escape, he lifted up a massive foot and smashed Plutonium flat.


	18. No Darkness but Ignorance

**Chapter Eighteen: No Darkness but Ignorance**

"What are you doing, Number Four?"

Crouched beside a large rock atop Mount Kibble and straining for a glimpse into the darkness below, the blond boy glanced over his shoulder at Number Five, giving her a hard look as he hissed, "Trying to be quiet!"

She folded her arms across her chest. "We just got here in the noisiest aeroship on the planet. If there's anything here waiting for us, they know we've arrived. Now help me with these ropes."

He could not argue such logic but he still favored his own approach. Granted _Miss April_ had announced to the world that the KND had arrived and were landing atop Mt Kibble, but now that they were here it seemed a bit of sneakiness was called for, if possible. Sullenly Number Four stood and went to give her a hand, passing the other three members of the team assembled just outside the hatch of the aeroship.

"The beacon is sixty-seven feet below that spot," said Number Three, pointing to the edge of the cliff. She clutched the hand-held tracker and hastily refined the screen to show the two boys. "It looks like there's an overhang and Ben's under that."

"And it's how far down from there?" wondered Number Two.

"Another 412 feet to the ground," Three chirped with frightening enthusiasm. "But the rock slopes out again another ninety or so feet below the overhang."

"Have you tried Ben's comm unit?" Number One abruptly asked.

"Yeah, no luck," the Asian girl replied. "I keep trying every few minutes, but he's just not answering."

The head of Sector V wanted to sigh, but he suppressed the desire. Now was not the time to express any frustration or impatience or worry. There could be a thousand reasons for Ben's radio silence. Unfortunately, most of the possible reasons were bad.

"Has his position moved since we got here?"

"Nope."

Number One pressed his hand to his moth, thinking hard and fast. Was Tennyson hurt? Unconscious? Captured? Why wasn't he answering? And where were the three Fusions he had set out to stop? So many unsavory possibilities and only one way of finding out the truth. For the thousandth time he wished it was not night, or at least there was moonlight. They were taking a huge risk abseiling down this cliff at night.

Still, they were not all going to go. He had already resolved to go himself, but he would not risk the entire team on a mountain face in the dead of night, especially with the weather threatening to turn to rain at any moment. Number Four was probably the best at abseiling on the team - he was not the cleverest operative, but there was no doubt of his physical abilities, and this sort of thing was right up his alley. Number Five would go as well, because this was the sort of thing that took a steady head and patience, both of which she had in excess. Decision made, he got down to business.

"All right," he announced. "Number Two, Number Three, I want you both to stay here and watch the ship while the rest of us go look for Ben. Keep a sharp eye out for Fusions or Spawn or anything else that doesn't belong, just make certain it's not Ben in alien form before you shoot. Number Two, _keep alert_. I know you're in love with the ship, but remember we have to give it back. Don't allow yourself to get distracted. Number Three, monitor communications and let us know if Ben calls. Be ready and stay close to the ship, we might have to get out of here in a rush."

A patch of light spilled from _Miss April_'s hatch onto the rocky ground, stretching all the way to where Numbers Four and Five readied their rappelling gear. As he approached them, Number One was glad to see both operatives were, as he was, armed with null-voids. He had the nagging feeling they would need all the firepower they could get.

"Any word from Ben?" asked Number Five.

"No. He's not responding."

"What'll we do if he's hurt?"

"Then we go from backing him up to search and rescue."

Number Five nodded, unsurprised by his response. She had asked more for the sake of emphasizing the mission's nature to Number Four, who, in the natural order of things, was prone to grumbling.

"If Ben's down there, where are the Fusions?" she questioned.

"If I knew the answer to that, Number Five, I'd be a lot happier and proceeding with a little more haste. With any luck, he's succeeded in stopping them. What else needs be done?" he asked briskly.

"Anchor the ropes, gear up -"

"And leap before we look," finished Number Four under his breath, handing Nigel a pair of night vision goggles with the DexLabs logo on the strap.

He swapped the goggles out for his usual sun glasses. They were lighter, more compact, and at least two generations ahead of anything the KND had. With almost no light from the stormy sky above, the terrain was thrown into a weird, yellow-green twilight. Nigel was impressed and let it show. "Where'd you get these?"

"Same place you got _Miss April_," Wally replied. He cast Number One a rakish little grin and added, "Almost. Sorta."

"Don't tell me any more, please. Let me maintain my plausible deniability."

Number Four snickered and got back to work.

The ropes were anchored firmly and redundantly and safely spaced. They geared up, helping one another to don the full-body harnesses and descenders in the inadequate light, and as they did so Number One briefed them on the conditions they faced. Number Three joined them and triple-checked their equipment and the various knots and ropes, and basically managed to annoy Number Four to the limits of his endurance.

"I know how to tie a knot, Number Three!" he grumbled.

She smiled and snapped the strap holding on his helmet. "I know. I just want to make sure you're safe. I'll stay right here if you guys need anything."

"Right," Number One said, checking the straps on his own helmet. Adjusting his gloves, he motioned Number Five to the rope set up on the left and Number Four to the right and took the position in the center. The rope attached to his gear and gripped tightly in hand, he took a moment to peer over the edge and into the inky blackness below. A steady, damp wind was blowing up the face of the mountain carrying the scents of pine trees and rain. "Mind the wind," he added. "Take your time. We're no good to Tennyson if we get hurt or tangled."

"No good to ourselves, either," Number Four muttered, giving his rope a final tug.

One after the other they walked backwards into the darkness waiting to swallow them, their legs braced against the rock face of the mountain as they trusted themselves to their training, their gear, and most of all, to each other.

**OoOoOoOoOoOoO**

Darkness.

He opened his eyes and could see nothing. For a moment Ben Tennyson wondered if he was somehow underground, so complete did the blackness seem at first, but the sound of wind on leaves brought him back to his situation. Not underground . . . in the forest north of Downtown . . . chasing twisted versions of his friends . . .

_Humongousaur's gigantic foot smashed down on Professor Plutonium, squashing him like a bug. With a savage twist Ben ground the Fusion into the dirt. Plutonium did not squash easily, and the Vaxasaurian strained, leaning his full weight into the task. When finally he was satisfied enough to withdraw his foot, the wicked copy of the Professor was little better than a nasty green smear on the forest floor. Ben hoped it wouldn't poison the ground or get in the water. They would have to return to this place and clean up what they could of this mess. If he knew Dexter, Baby Einstein would want some of that goopy Fusion Matter to study. Right now Ben Tennyson had greater concerns. Dexter could study the bottom of his foot if he was so keen on the stuff._

_This transformation would not last much longer. The Omnitrix had been drained by the prolonged fight in the parking lot of DexLabs and now here in the forest, and turning into Humongousaur consumed what little power it had recovered. Right now there was no hope of transforming into another alien, but he could use what energy was left to try to catch up with the Kids Next Door. He turned north, looming high enough above the tree tops to pinpoint the nearby mountains standing tall and black against the dark sky. He had been heading for them since leaving Downtown and the DexTech aeroship had been aimed in due north as well. In the night he could not judge how far away they were, and so he set out immediately, making up distance for as long as he had this huge form. What attraction this direction held for the Fusions he could not say - perhaps they had reinforcements waiting or a ship to take them back to wherever they were holed up, or perhaps it was simply a way to go to get out of the city. He didn't know or care. All he knew was that one more Fusion was on the loose right now and with that homing beacon in his possession, he was drawing the KND to him like moths to a flame. _

_He had only gone a few miles when he felt the battery of the Omnitrix fail. For a moment he saw the dense forest, a mossy patch of earth rushing up to him. A flare of agony exploded through him - his broken wrist was jostled as he hit the ground. Pain and exhaustion caught up an instant later, and Ben Tennyson lapsed into unconsciousness._

Ben blinked, coming back fully to himself as he woke up. With awareness came pain - lots of it. Ben had broken bones in the past and to say that the discomfort levels were intense was an understatement. He lay atop his wrist, the Omnitrix digging into his chest. He was afraid to move . . . and afraid not to. But he certainly could not lie here forever, tempting though it may be.

Finally he made himself move, sitting up gingerly. A sharp cry was torn from his lips. Without the weight of his body putting pressure on the break, the pain was even worse than before. Sweating, panting, he squeezed his eyes shut and forced himself to keep breathing. He could not afford to pass out again. He looked at his watch. It was past two in the morning. What a night. With a groan he saw that his comm unit, worn just above the watch, was smashed and caked with dirt, not unlike the rest of him. He grimaced, and then looked at the Omnitrix in the faint light. His left arm was terribly swollen around it and his hand was puffy and tender. Great. He wasn't punching anything tonight.

With professional interest, he considered at the Omnitrix. Given the minimal recharge it held now, he could not have been unconscious for very long. That or he had drained the device so dry that the energy levels only now were creeping up to a positive charge. Ben knew he was lucky he did not have Azmuth here chewing him out for trying to crash it once again. Actually, given the state of things, the Galvin would have been welcome company even though he tended to render Ben confused and annoyed. He wondered if Galvin Prime knew about Fuse and his cannibalistic planet. Probably. They seemed to know everything. Maybe appreciation for Fusion Spawn in all their various forms was what was keeping Azmuth from showing up to preach temperance and prudence at the Keeper of the Omnitrix.

Slowly, stiffly, feeling every blow and fall of the night, Ben Tennyson climbed to his feet. It took a long time and a few deep breaths to keep from passing out again once he stood.

He had to warn Nigel about the Fusion Dexter, but he had to go about this correctly. Something told him that he had only one shot at this and a false move right now would cost the Earth's Combined Forces, the KND of V Sector, and Ben Tennyson a lot more than any of them wanted to pay. He could turn into Swampfire and heal his broken arm, but he wasn't sure that his arm would remain healed in other forms even if he could persuade the Omnitrix to hold out long enough to change aliens. Swampfire did not have the ability to catch up to the KND quickly and speed was everything right now. Jetray could not fly with a broken arm, so that left -

_"Big Chill!"_

A scream was torn from Ben's throat as he activated the Omnitrix. The impact of pressing the control dial jarred his broken arm. His voice cut off as energy engulfed him. A few heartbeats later, the Necrofriggian staggered into being and then threw his wings wide, pausing to assess his left arm. Still broken, pretty useless, but not as painful to this species as to a human, fortunately. He launched himself into the air immediately. He had little time, and against that evil copy of Dexter, he knew that Nigel and his crew had even less.

**OoOoOoOoOoOoO**

The wind was not helping, nor was the darkness, but Nigel Uno blessed Wallabee Beatles a thousand times over for securing these DexTech night vision goggles. He had a greater sympathy for Number Two's passion for _Miss April_ after using these goggles - they would be exceedingly difficult to return. Even with minimal light the southern face of Mount Kibble was cast into high relief, making the climb far easier than he had anticipated, at least in that one aspect. Still, the descent was neither quick nor without considerable danger and more than once he ordered Number Four to slow down. Every few minutes the comm unit on his wrist would flash as Number Three tried to raise Ben, but since she did not contact him, he knew she was unsuccessful and Ben was not responding.

"Coming up on that overhang," cautioned Number Five, drawing ahead a few steps.

"Any sign of Ben?" he asked, forcing himself not to rush to catch up with her.

"Number Five seein' nothing but rock," she muttered, scanning what was visible of the slope below.

He gripped the rope tightly, halting his progress. "Ben?" called Number One, torn between caution and stealth and the need to locate Tennyson quickly and get out of here. "Ben, can you hear me? Ben!"

"Number Four," he ordered when there was no reply, setting Wally loose on the problem.

"Right," replied the blond happily. With rare focus Number Four maneuvered down the slope. As it happened, where he was descending the cliff continued on straight down and the recess they sought started closer to Number One's position. Feet planted firmly with each step, he continued walking backwards down the mountain until he was even with the overhang. He looked up at the dark figures above.

"Number One, don't move. I'm going to the right. I have to step over your rope."

"Got it," Number One replied, maintaining his position.

It was a risky move. He shuffled over, cautious of their ropes being so close. In this wind the dangling lengths could easily get tangled, which could lead to disaster. A blast of wind almost twisted him about, and Number Four muttered to feel a few drops of rain hit his exposed neck. Rain was all they needed right now.

The overhang was exactly that - a rocky ledge with no real spots to rest. The cliff face simply angled in sharply where it had been broken away ages ago and then sloped gradually down until it was absorbed into the rest of the sheer slope. Of Tennyson there was absolutely no sign.

"Well?" Number Five called.

"Sure this is the spot?" he replied, knowing the answer but wanting to hear it again.

"Ben's not there?"

That was answer enough, but Number One sounded more angry than shocked.

He looked again, just in case.

"No. Hold on. Both of you close your eyes. I'm going to use a flashlight."

He pulled off his goggles, dropping them down around his neck, and unhooked the flashlight attached to his harness. The light would ruin his night vision for a while, even when he put the goggles back on, but he had to be sure.

"If you're some stupid rock monster, Tennyson, I am so going to kick your tail from here to Tasmania," muttered Wally, wishing that was really the case.

He squeezed his eyes closed and turned on the light. He waited a few moments before squinting at the overhang. The flashlight threw into color what the goggles had revealed in monochrome: a recess ten or twelve feet deep and running across the face of the slope like a scar, red-brown rock, crumbling debris caught on the slope until it became too steep to support any weight. He searched, moving a little closer, looking for anything that didn't belong as his eyes adjusted to the change from night to day, from darkness to illumination.

A brief reflection of the flashlight's beam from a spot overhead caught his eye. Wally focused, knowing that there shouldn't be anything there. It was small. Metallic. Silvery. Far too clean to have been left behind by climbers that had visited here before and in too impossible a spot to be there by chance.

"Oh, no," he breathed, realization hitting him like a ton of bricks. A chill crept down his spine and for a moment Number Four could not draw a breath. "Nigel!" he hissed, looking up into the darkness but blinded by the flashlight's beam. "Nigel, it's just the homer! It's a trap!"


	19. Screamer

**Chapter Nineteen: Screamer**

_"What?"_

Number One looked down despite Wally's warning and could see nothing but glaring yellow light from the flashlight, caught and amplified by the DexTech night vision goggles. Blinded, he squeezed his eyes closed and turned away as the rain began in earnest.

"No Tennyson," snapped Number Four, clarifying only slightly. "Just the homer!"

Nigel was already bringing his right wrist to his left hand to activate his comm unit. "Number Three, it's a trap! Be alert for the Fus-"

A brief, high-pitched scream rang out overhead. All three of them looked up desperately.

"Kuki!" breathed Number Four.

"Number Three! Number Three, answer! Number Two! Do you copy?"

The next few seconds passed with horrifying clarity. Number Five let out a gasp and she threw herself forward onto the weather-worn cliff face, desperately scrabbling for a hold with hands and feet as her rope twitched and then went slack. A moment later the length of rope and karabiners and the whole redundancy anchor system of pitons and slings were thrown off the top of the mountain. She managed to brace herself by a hand and both feet as the weighty rope tumbled down toward her. A loud grunt was torn from her lips as suddenly she was supporting her own weight and that of her equipment, and she clung as closely to the mountain as she could.

Number Four glanced up into the darkness overhead just long enough to realize that Abby's equipment had been sabotaged before automatically forcing himself to look straight ahead. Anything that dropped down the cliff it would hit his helmet, not his face or neck. He braced himself, knowing what was coming and helpless to escape as the end of Number Five's line smacked full into him.

He would have been fine even with the added load of ropes and spikes if the heavy piton had not bounced off the granite and struck his face and jaw with shocking force. A quick "Ah!" of pain and surprise escaped him. His head snapped back at the impact, dragging his body with it and spilling him over backwards. For a moment he managed to hold on, but the rain-slicked rope slipped through his fingers and then –

Falling. Falling. A sickening, weightless moment, and then the world dropped away as he slid down the rope. It felt as if he left his stomach behind and the world moved in slow motion. The cable slithered and hissed behind and above him like an impossibly long snake as he plunged down, down, down. There was no time for conscious thought or planning. The only things left were the instinct to survive and the rope that was as much his doom as his survival.

**OoOoOoOoOoOoO**

"Wally!"

"Number Four!"

Their panicked shouts were snatched up by the wind and cast away. Number One felt dread like a shot to his heart as Number Four's grip on the rope loosened. The blond boy made one futile grab to catch himself, and then he was gone, devoured by the blackness below.

"Oh, god," breathed Nigel, staring at the spot where Wally had been. He took a few deep breaths before he looked to where Number Five struggled to keep her hold. "Abby," he called, his voice unsteady. "Can you climb up?"

"Yeah," she called back breathlessly.

"Drop your harness if you can. I'll try to-"

A shout of alarm escaped him as his rope suddenly jerked upwards. Number One lost his footing, falling forward against the rough granite. He barked in pain as his helmet smacked into the rock.

_"Nigel!"_

He had the briefest glimpse of Abby's horrified face. A second yank even stronger than the first made him lose his grip as he was dashed against the cliff face. Then Number One was falling, his rope severed. He slid helplessly down the last few yards to the drop off. There were no easy purchases on the rock surface for his hands, nothing to stop him from following Wally. He tumbled, fouled in the line, and then he slid to the edge of the overhang and dropped off the mountain.

**OoOoOoOoOoOoO**

He never heard his companions scream his name. Everything fell away but the sensation of plummeting and the primal knowledge that he had stop his fall. All was dark, but he didn't need to see to act. Number Four closed his left hand on the rope slithering away from his side. Instantly his arm jerked out to its full length and his glove grew burning hot. Gritting his teeth, the blond tightened his grip, lacking the needed balance to raise his right hand to join his left. The burning grew hotter and his fingers longed to open and find relief from the blistering friction.

An eternity of dropping toward the rocky slope passed before there was any sense of control. Gravity fought for all it was worth to dash him against the mountain and Wallabee Beetles fought for his life with all the tenacity of a terrier. A cry of defiance and pain rose to his lips as he felt his weight again and his wild descent slowed. The rope slid through his aching hand, burning as it went. He fumbled with his right hand to grip the line right where it fed through the harness from behind. Instantly his hand was hot as the rope whipped through his grip as he tried to apply the brakes.

But between his two hands, he was able to slow his wild plunge off the cliff and down the length of the rope. He was almost at a controlled slide when he stopped abruptly - his right hand had come up against a knot in the line. It was not as jarring as it could have been if he had not already reduced his breakneck speed, but it was probably due to the fact that he could not open his left hand that he did not let go again. He was finally able to lift his right hand to join his left and he found some balance again. He could barely uncurl his fingers enough to release the rope, and he didn't even try to move his left hand and arm yet.

Number Four hung there, swaying in the wind as if on a swing. He was panting and sweaty and trembling and his hands ached worse than anything he had ever felt before despite years of experience as a KND operative. He stared into the darkness, not sure of where he was looking, not really caring, barely aware of the rain as it soaked his clothes and cooled him. There were flashes of light on the edges of his vision as gradually his heart rate slowed to something less than panicked. It had been a matter of mere seconds, but he felt a thousand years old.

**OoOoOoOoOoOoO**

Digging her feet firmly into their holds, Number Five sought the buckles holding her harness in place with her free hand. Savagely, she worked to release herself from the weighty gear, moving her way down her body until the last buckle was loosened and the rope and harness and anchors dropped away. Instantly moving and breathing were easier for her. She paused, gulping the moist air and fighting for control of her emotions.

"Number Five will not cry," she told herself. Her whispered voice sounded strangely fierce to her own ears. "Not now. Can't do nothin' for Nige and Wally. Gotta help Kuki and Hoagie. Come on, girl. Save it for later. Scream and cry and rant all you want . . . after."

A few more deep breaths and she began slowly to ascend. She had to pick her way with care. Fortunately there were cracks and gouges aplenty and the angle of the slope worked in her favor, and the night vision goggles helped her to find the best route. The night, the wind, the rain, her aching heart all compounded the problem, but determination was filling her with each step that she climbed. Number Five had lost two dear friends tonight. She refused to lose any more.

**OoOoOoOoOoOoO**

When he had been younger he had often dreamed of falling, only to jolt awake in his own bed. The sickening, belly-dropping feeling had always lingered after the dream and Nigel had quickly learned to hate the sensation. Now it seemed all his nightmares were coming true in one shot.

He fought the rope instinctively, hardly aware of what he was doing. Why? Did he actually think he could do anything to save himself? Was it human nature, this refusal to go down without a final struggle?

These thoughts flashed through Nigel Uno's mind in the few seconds he plummeted down. The cliff fell away, vanished from sight. Abby was gone. There was nothing before him but the dark, uncaring mountain and the stormy sky beyond. At least he wouldn't know when-

A rush of air and the sound of wings ripping through the wind suddenly filled his senses. Something large and swift matched his speed, drew ahead of him, beneath him, checking his freefall. He felt a strong and yielding form at his back a moment before a thin, powerful arm wrapped around his waist and gripped his harness. An exclamation of shock escaped him as suddenly they were soaring, not falling. He clutched the arm in a desperate, panicky need to believe he had not been dashed to his death.

"Keep still, Nigel," ordered a deep, resonant voice.

"Ben?" Nigel gasped, his voice a squeak.

"You looked like you could use a hand," rasped Big Chill.

He was too relieved to be alive to notice the effort it took for his friend to speak. Nigel was suddenly aware of bloody grit in his mouth, raw hands, the scent of rain on the evergreens, his pulse pounding in his ears, the sound of huge wings riding the wind, an ache in his ribs and elbows from slapping into the side of the mountain. Discomfort was suddenly a marvelous thing.

Big Chill flew downwards, clutching the bald-headed boy close against him as he sought for a spot to touch down without snagging the rope dangling off of Nigel's harness. The base of the cliff was covered with trees, and finally he found a clearing where he could safely set down.

"We've got to get to the ship," panted Number One as his rescuer came to a controlled landing. "Our coming here was a trap, Ben. The homer was planted on the cliff. Ben? Ben?"

Big Chill staggered to a halt, dropping Nigel gracelessly to the mossy ground before almost falling on top of him. A dazzling flash of green energy engulfed the Necrofriggian, and then Ben Tennyson tumbled to his knees. Clumsy and feeling the toll of the night's terrors and activities, Nigel lunged and barely caught the older boy as he collapsed forward.

A thousand questions and observations swarmed through Number One's mind. Even with the goggles on, he could tell that Ben Tennyson was destroyed. Saving Nigel had used up whatever reserve of strength Ben had left to him.

Still, one question came to the fore. He steadied the older boy's shoulders. "Ben, who are they up against? Which Fusion?"

Panting, only just conscious, Ben whispered, "D-Dexter."

He grimaced. One Fusion was as dangerous as the next, but somehow the leader of Sector V knew that Number Two and Number Three were up against the worst of a bad lot. Whatever the newly-cast Fusion had done to Dexter in his moment of creation set him apart from the other dopplegangers and set an exceptional standard for frightening.

"What of the others?" he pressed anxiously. "The Utonium and Blossom Fusions?"

A faint smile touched his bloodless lips and Number One knew instantly that Tennyson had accomplished most of what he had set out from DexLabs to do. Ben seemed about to reply when suddenly he became deadweight in Nigel's hold. He braced himself to receive Tennyson's weight, carefully easing the teenager down to the ground. He was out cold, too exhausted and hurt to continue. Nigel made certain the other boy was breathing easily, rolling him to his side with his back to the rain and wind. It was then that he realized Ben's arm was broken. And he had taken out two Fusions? Broken bones were a cheap price for survival.

He activated his communicator. "Number One to Number Two, do you copy?"

He waited, hoping Abby heard as well. There was no reply.

"Number Two, be on the lookout for the Fusion Dexter! Repeat, be on the lookout for the Fusion Dexter! Do you copy?"

He stared at the electronic device on his wrist, willing it to make a sound. Silence. Nigel lowered his hand, dread filling him as he raised his eyes to the cliff face towering high above. He was absolutely powerless, and his team – or what was left of it – was facing a monster.

**OoOoOoOoOoOoO**

A screamer. He had survived _a screamer_. This was epic stuff. He didn't know anyone that had been through such an insane drop and lived to tell the tale. A sound escaped Wally, breaking the silence. It wasn't quite a laugh. It was more . . . ecstatic surprise to find himself still alive after pitching whole hog off a mountain.

_Take that, gravity!_ he thought. _KND one, Mt. Kibble zip._

Abruptly he realized that the knot he was resting upon meant that he had reached, quite literally, the end of his rope. He had measured just shy of where Mt. Kibble's southern slope angled out for the knot so that meant the ground had to be just below. A shudder gripped him. He had not anticipated needing quite so much rope to hang himself, but he had used every inch of it. If he had not arrested his fall, he could have been killed or horribly injured if he had hit the knot at full speed.

A shout from above yanked him back to the here-and-now. Wally looked up but could see nothing but the looming cliff face far above, solid black against the dark sky. When he looked down his chin hit the night vision goggles still around his neck, and with stiff and fumbling fingers he wrestled the goggles back onto his face.

"What? Oh."

He was a mere eight or ten feet to the ground by the look of things. The rock-strewn slope was shallow enough that he could make his way about in the darkness if he was cautious. He was almost midway down Mt. Kibble. A few hundred more feet of hiking and making up trails would bring him to the tree line at the base of the cliff. There was no way he was going to be able to climb back up – at the best of times it would have been incredibly hard and he was too rattled and his hands were too badly burned to try. Down it was. Number Four clumsily released his harness and dropped to the ground with a loud grunt. The impact jarred his burned hands as expected. Rather than fight his momentum, he rolled down the slope a bit until he slid to a stop in a small heap of gravel and rubble. He lay in the rocky mud for a moment, letting the rain pelt him and collecting his thoughts. A silly grin split his face.

_A screamer._

Had he actually screamed? He could not remember. Wait until he told Kuki-

He gasped as he remembered the sound of her scream an instant before he had been knocked off the mountain. Sitting bolt upright, he raised his comm unit to his mouth and called, "This is Number Four. Does anyone copy?"


	20. Operation: FUSION

**Chapter Twenty: Operation: F.U.S.I.O.N.**

**F**atally  
**U**npleasant  
**S**prout  
**I**s  
**O**fficially  
**N**eutralized

**OoOoOoOoOoOoO**

"Kuki?"

A few drops of rain pelted _Miss April_'s rounded windshield as Number Two tried to see into the darkness. He had been struggling to keep his focus on the mission and off the navigation system, but he had abruptly noticed that Number Three had stopped with her regular attempts to raise Ben Tennyson. It was the absence of her squeaky voice, not the silence, which alerted him to something amiss.

He dimmed the lights on the control panels to see better, but given the angle of landing (as neat a job of piloting as he had ever achieved, Hoagie was pleased to note) he could not see where Number Three had been standing. She had been watching the rest of team as they rappelled down the southern face of Mt. Kibble. Squinting into the darkness, Number Two's gut instinct told him something about the situation was different, something beyond Kuki's abrupt silence.

He drew his gun, a neat and sleek Null-Void pistol. For all he had lost his heart to a DexLabs' aeroship prototype, Hoagie Gilligan had resisted upgrading the KND 2x4 weapons technology. Loyalty had fueled his reluctance to embrace DexTech's slick and elegant designs – loyalty and nostalgia. Gone were the days when rapid-fire bubble gum balls or a long squirt of hot fudge sauce could lay their opponents low. KND technology was useless against the monsters created by the Fusion Spawn. According to the Plumbers – the people that would know best – the only earthly weapon proven to destroy the Fusions was the Null-Void. Resenting their helplessness and dependence upon one person's genius in the face of this invasion, Number Two had carried his Null-Void only very reluctantly until this moment.

It was not far to the outside hatch – _Miss April_ was not a large ship and most of her available space was dedicated to the engine room. Just a short, narrow corridor lay between the bridge and the engine room.

He knew everything was wrong the moment he opened the door – the light in corridor was not on. He could smell the rain and something else . . . something unclean.

Motion. Something ghostly rushed toward him, boots pounding on the metal plates beneath their feet. He thrust the pistol forward and pulled the trigger. In the blinding white flash of the energy discharge he had a fleeting glimpse of something small and slim and red almost upon him. He fired again too late. The Fusion slammed into him, spilling both of them to the deck.

"_Number One to Number Two, do you copy? Number Two, be on the lookout for the Fusion Dexter! Repeat, be on the lookout for the Fusion Dexter! Do you copy?"_

Seconds too late came the warning. There was no sound save for Hoagie's grunts of exertion and the impact of a solid form against the wall. The Fusion was cold and horribly strong as it seized his right arm, sliding up to his hand and trying to pry his fingers away from the laser. Gasping for air, Number Two was so close to it that he could taste Fusion Matter. The Fusion's silence was positively unnerving and there was a certain nightmarish horror in fighting something he could not see save for a faint, sickly aura that clung to it like a miasma. Heavy blows landed on both sides as they grappled in the darkness for the gun.

"Not. Gonna. Happen!" roared Hoagie, punctuating each word with a punch. Two out of three strikes landed to hard flesh and on the third strike he felt something smear. He wrenched himself free of the thing's clammy hold as he scrambled upright. The Fusion was spilled on the floor at his feet and he made it a point to trample the Dexter doppleganger as he darted back onto the bridge of the ship. He keyed the lock, sealing himself in for the moment. Panting at the sudden exertion, Hoagie leaned on the door, his mind racing.

_What to do? What to-_

A fist landed on the door, denting the metal right next to Hoagie's head. He gasped as another blow by his spine knocked him forward onto the center seat. How strong was that thing? How long did he have? What _did_ he have besides . . . a flying bomb?

A sigh of pain and defeat escaped the KND operative as a hasty plan took shape in his mind, and he looked mournfully about the elegant bridge of his lady love. Chief Barnes was going to kill him. Dexter was going to kill him. Number One and Mr. Green were going to team up and kill him. But . . .

Another strike landed, denting the door in further.

That Fusion out there was _really_ going to kill him.

**OoOoOoOoOoOoO**

"_This is Number Four. Does anyone copy?"_

Of all the voices in the world, Wally's was the very last he had expected to hear. The sound of that Australian accent was as welcome as the presence of Big Chill in mid air. With a happy shout Number One activated him communicator.

"Number Four, this is Number One. Where are you?"

A pause followed, and Number One could just imagine the blond looking about and trying to figure out how to answer the question.

"_Uh, at the bottom of the cliff mostly . . . sorta."_

A sigh of relief escaped Nigel Uno. "So am I. Are you injured?"

"_Nothing so bad,"_ was the bold reply.

He could not help but smirk at Number Four's bravado. "You'll have to come to me. I've got Ben with me. He can't move." Just to verify his facts he glanced at the teenage boy. Ben had not so much as budged an inch. "We're in the forest slightly to the southwest of your position. Head this way and we'll meet up by shouting."

_"Right."_

The silence that followed was crushing. He prayed Number Five had heard and was heartened by the news that somehow he and Wally had survived the plunge off of Mt. Kibble. He stared at the dark mass of the mountain, aching to be there with his comrades but knowing he could not leave Ben alone. There was nothing he could do for them. It was moments like this that the weight of command fell most heavily upon Nigel Uno's shoulders, and it took all his strength to simply stand and wait and trust in his team.

**OoOoOoOoOoOoO**

How in the heck had Number One reached the bottom of the cliff too? And how had he found Tennyson? Wallabee Beetles shook his head as he heaved himself up and began to pick a path through the rubble of crumbled granite, angling towards the tree line. It was raining heavily by now, but the night vision goggles were a godsend. He just had to move slowly and with care and he could see quite well, all things considered. After a few minutes he paused and removed his helmet, snapping the strap and slinging it over his arm. Mindful of his burned and tender hands, he flipped up the hood of his orange sweatshirt.

Something hard smacked into the back of his head. He stumbled, letting out a shout that was more surprise than pain. Reaching into the hood with his right hand, he pulled out a rock that he had acquired when he tumbled down off the rope. Glaring at the offending chunk of granite, he shifted his savage gaze up to the mountain.

"Sore loser!" he yelled, and threw the rock back at Mt. Kibble with all his strength.

**OoOoOoOoOoOoO**

Her limbs were trembling with the effort of climbing so far and under such stressful conditions. The last few yards back to the top of the cliff were the hardest. There were no easy handholds and the weather-worn granite had a rounded curve to it that kept Number Five from just standing up and walking. She was soaked to the skin and chilled to the bone and her determination to reach the summit was absolute. Not two minutes ago she had heard both Number One and Number Four. The knowledge that somehow both boys had survived filled her with renewed strength, but hearing that the Fusion Dexter was responsible for this trap made her apprehensive. Number Three had screamed - was she hurt? And Number Two was alone in the aeroship. She knew instinctively that he needed her help and needed it right now.

Wheezing, panting, Number Five dragged herself up the last few feet to level ground not far from where she had started down the cliff face. On hands and knees she hung her head and fought to control body's exhaustion, loosening the climbing helmet and dropping it to the ground. The rain and wind cooled her almost instantly. Finally she looked up, every motion a struggle when her limbs felt as if they were made of lead.

Kuki lay on the ground a few yards away in a puddle of mud. Staggering to her feet, Number Five stumbled over to her friend. Number Three was breathing, but there was a lump on her temple where she had been hit.

"Kuki," she whispered. "Kuki!"

A small groan from the Japanese girl was enough to make Number Five grin in delight despite her worry.

"Kuki, what happened?"

Number Three blinked, trying to focus on the voice. She was surprised by the goggles on Abby's face so close to her own, but managed to whisper, "F-Fusion." She swallowed and added, "He . . . the ship."

Abby let her breath out in something not far removed from a growl.

"Stay here, girl," she ordered, as if Kuki was about to get up and traipse around in the pouring rain with a concussion. "Number Five's gotta help Hoagie. If your radio is still working, try to call DexLabs for help."

Number Three nodded, groping for the handheld radio on the ground beside her. "'Kay."

A loud crack like an explosion filled the air, and both girls gasped when the aeroship's engines suddenly roared to life.

"Oh, no!" breathed Number Three.

Without a word, without thinking, Number Five was on her feet and stumbling for the ramp of the aeroship. She gained balance as she moved and in just a few steps she was running at top speed, drawing her Null-Void gun as she went. She had no plan. She had no backup. She had no idea of what she was up against. All she knew was that Number Two was facing a Fusion alone and he needed help if he was going to survive.

And that was all Number Five needed to know.

**OoOoOoOoOoOoO**

His painful decision made, Hoagie acted immediately. The Fusion copy of Dexter was trying to tear down the door with his bare hands, and he knew the steel plating wouldn't last much longer under such a relentless onslaught. Number Two lunged for _Miss April's_ controls, turning the lights up all the way. As he had been shown back at DexLabs headquarters, he flipped a few levers. Instantly the engine came to life and he shoved the throttle all the way to full. The aeroship hummed at first as the engine gradually caught up with the demand laid upon it, then the hum became an angry roar. The ship lurched forward a bit like and animal lunging on its leash as the rocket engaged fully.

Another heavy blow to the door. The metal was cracking. One or two more shots and then Number Two would be stuck alone with that unnatural mimic again.

"Come on, baby," he whispered, watching the gauges climb toward the red. He gripped the laser in his sweaty hand, his heart hammering as he darted to the side of the doorway. There was nowhere to hide and so he raised the Null-Void to Dexter height.

Steel plating groaned and suddenly the twisted, dented door fell forward. For a moment nothing happened, and then a small figure, glowing with the iridescence of something rotten, familiar in appearance but not in nature, stepped out from the shadows. The Fusion Dexter was easily as intimidating as the boy it was based upon. In the faint light of the control panels it turned its ruthless glare upon Number Two. For a moment, human and Fusion faced off.

It lunged; seizing Number Two's wrist in an iron grip, twisting his arm up and making him lose his hold on the Null-Void. It clattered to the floor. With a mad gleam in its eyes, the Dexter easily slammed the KND operative against the wall. Hoagie let out a shout and kicked the Fusion in the midsection with all his strength. He could only hope the kick hurt the doppleganger as much as it hurt his foot. It was like kicking a rock.

The Fusion staggered back, balancing atop the warped door. _Miss April'_s engine was screaming in protest, straining for forward motion. Number Two knew that had to get off the ship. The gauges were in the red and climbing. Suddenly Hoagie was on the floor in pain, his jaw aching. He hadn't seen the Fusion move, hadn't expected it to be so quick. He looked up as the green-skinned copy of Dexter sneered down at him. The mouthless face and the glowing red eyes came straight out of a nightmare. It raised a hand, and Number Two found himself looking down the barrel of his own Null-Void pistol.

He had no idea what, if anything, a Null-Void would do to a living being. It looked as if he was about to find out.

Suddenly the Fusion ducked his head, dropping down as a shot passed through the space he had been occupying. The white beam smacked against the windshield, shattering the safety glass. Rounded bits of glass and rain showered down onto the bridge.

"Move your tail!" screamed Number Five, shooting again and forcing the Fusion to twist away from Hoagie. The glass beads were slippery beneath his boots. He dove for the control panel. "What are you doing?" she bellowed above the high-pitched squeal of the engine.

No time. He couldn't explain. In a flurry of motion he started the launch sequence.

Seeing Number Five as the greater threat, the Fusion turned to the girl standing in the corridor. She gasped as she took in the hideous figure, but with Hoagie right behind the little monster she dared not fire again. With a smirk the Dexter opened up on the slim girl, driving her back to the hatch.

"Shoot it!" screamed Number Two, making it an order.

"I'll hit you!" she returned.

"You've got better aim than that, Abigail!"

That was all the motivation she needed. Another shot. This one caught the Fusion in its left hand. It staggered as if in pain, the limb suddenly destabilized and dripping Fusion Matter like blood. Savage fury and the need for revenge made it forget the boy behind it in the control room. That instant was all Hoagie needed. He released the brakes holding _Miss April_ in check. Immediately there was forward motion. He darted into the corridor. The doppleganger was just past the door, trying to get a bead on Number Five where she was pinned by the engine room.

"Go! Get out!" Number Two shouted, using his fist as a hammer to slam the Fusion into the wall. He was fortunate Dexter was short. The unexpected assault worked and the Fusion was knocked aside, unable to catch itself with one hand holding a gun and the other destabilized by the Null-Void. Number Five scrambled up and rushed for the open hatch, looking back to make sure he was coming. No time. Hoagie leaped, throwing himself at her and both of them out the hatch. Number Five let out a cry and suddenly they were dropping. A phenomenal rush of sound and vibration and heat passed them. They landed amidst scrub bushes and mud and a tangle of limbs. Yelps of pain escaped them both as they tumbled to a halt.

Number Two raised his head, looking through the branches of bushes and trees. _Miss April'_s exhaust port glowed white hot against the stormy sky, and then she exploded in a long, blinding-bright streak that arched across the sky. For a moment she burned more beautiful than a shooting star, and just as shortly lived.

He dropped down, his face landing on something warm and soft. Darkness returned to Mt. Kibble, and it claimed Hoagie Gilligan for its own.


	21. Fallout

**Chapter Twenty-One: Fallout**

"Number Four? Wally?"

The shortest path to reach Number One's location was, unfortunately, also proving to be the most difficult. Number Four let out a curse as the branch of a pine tree whipped him in the face. Forcing his way through the thick undergrowth, he was weary and his hands were throbbing and he was soaked to the skin and starving and he could not figure out how the heck Nigel had ended up in the forest after he had left him on the mountain.

"Number One?"

"Over here!"

There was an anxious tone in Nigel's voice, and in a rush of relief Number Four realized he felt much the same way. He fought clear of the trees and then pushed through the thinning saplings and bushes until he emerged in a mossy clearing. Number One hurried across the space, slipping on the muddy ground.

"Wally!" breathed Number One in a rare display of emotion. He seized the other boy by the arms as if to assure himself that his fellow KND was real. "I thought you'd been killed."

He scoffed. "What? I just dropped off the face of the earth. It'll take more than that to get rid of me."

Number One's laugh was a little hysterical. Wally frowned and demanded, "What are you doing down here? And how did you find Tennyson?"

Number One pushed his goggles down so that they hung around his neck. Rubbing his tired eyes he said, "He found me. The Fusion Dexter cut my rope less than a minute after you fell and Ben caught me before I . . ." He swallowed, realizing only now exactly how close he had come to dying.

"Before you found out how a bug on a windshield feels," finished Wally in his usual blunt fashion. He was impressed. It seemed Nigel's story would be almost as epic as his own. "Ripper. So where is he?"

He pointed to the middle of the clearing. A prone, unmoving figure lay there beneath the meager shelter of Number One's jacket. "Over here. He's unconscious and his arm is broken. He's been beaten to a pulp, but he took out two of the Fusions."

"Two?" Wally's eyes grew huge as he did his math. He had heard Number One's warning to Number Two earlier. Tennyson had essentially destroyed the leader of the Powerpuff Girls and that square Mr. Plutonium. Amazing. But that meant-

"Wait! The Fusion Dexter? He's what's left? Crud! We've got to help the rest of the team!"

Number One looked at him with steady calm, willing the blond to understand the situation and how helpless they were in the face of it.

"We can't, Wally. We can't leave Ben and as it is we have no way of getting back up the mountain in time."

"But . . ." He looked up at Mount Kibble, blinking at the downpour. There was an ache in his chest and he longed to join his friends. An angry, frustrated shout escaped him at the memory of Kuki's scream. "This bites, Nigel!"

"Yes," agreed the other boy. "It does. We just have to wai-what?"

Together they stared at the granite cliff, straining their necks back to see as a low, dull roar rose above the howl of rain and wind. The sound grew louder and the pitch climbed until it sounded like an endless, wavering screech.

"That's the aeroship," breathed Number One.

"What?" Wally clapped a hand to his head, and in his excitement he completely forgot how badly he had burned his hands. "_Ow!_ What is Number Two up to?"

The leader of Sector V shook his head even though Wally wasn't looking his way. "The engine is overloading."

"Is he barking? It'll blow up!"

"Unless that's Number Two's plan. I hope," he added uncertainly. "At least, I think I hope."

To be this far removed from the action was nothing short of torture, and both boys were desperate to know what was happening atop the cliff. They shifted anxiously. They were used to doing - watching and waiting went against their every instinct.

They gasped in unison as a wide streak of white light shot off the cliff. Number Four slapped his night vision goggles off his eyes with a shout of pain. Dazzling against the storm clouds, they watched in fascinated horror as the silvery aeroship arched across the sky. An instant later the _April X-0_ exploded with all the force and fury of a thousand rockets, ripping herself apart from the inside out in a climax of noise and light and energy. Detonation was accompanied by a blinding bright flash and the shock wave knocked both boys to the ground. Burning debris showered down in chunks and specks into the forest to the west of the mountain as _Miss April_ came to a violent, radiant end.

Number One stood, his vision and hearing and shattered nerves slowly returning to something close to normal. Mechanically Nigel Uno raised his comm unit to his mouth.

"This is Number One," he said, and even to his own ears his voice was flat. "Does anyone read me?"

Silence. Beside him, Number Four climbed t his feet and watched him dully, praying that any of the others that had come on this mission would respond.

"Sector V KND, respond."

Nothing. Wally slowly sank down again in disbelief, his head hung low as Nigel called into the night, begging for reassurance that any of their friends had survived.

**OoOoOoOoOoOoO**

Something hard and uncomfortable was digging into her back and something heavy and warm was pinning her down. Number Five opened her eyes and found herself lying on the ground beneath a scraggly bush that did nothing to block the rain. Dawn was creeping up upon them. The shadows were dark, but she could see shapes and tones as night shifted toward day. She moved to lower her head when her chin hit something wet and smooth. Blinking, she tried to see what it was and after a moment, Abby realized it was the very top Number Two's leather flying cap right below her chin. Hoagie was sprawled on top of her, pinning her down on the muddy turf with their limbs all tangled together. She really hoped that was rain and not drool soaking her shirt because as far as she could tell, he was fast asleep on top of her with his face planted in a rather touchy spot.

"_Sector V KND, respond."_

That was why she had roused. Number One. He must have been calling for a while, because he sounded wrecked. Her own comm unit was pinned beneath her along with her left arm. She tried reaching for Number Two's unit but his arm was out of range.

"Number Two, wake up!" she ordered quietly.

Hoagie snorted and shifted, humming softly in content as he settled himself more comfortably. What was comfortable for him, though, was not exactly comfortable for her as he used her for a pillow. Abby blinked, hardly able to believe this was happening and infinitely grateful that no one was around to see it.

"_Number One to Number Two, please respond."_

Nigel was going to lose it if he didn't get an answer soon. Number Five was going to lose her cool, and if he didn't wake up pronto Number Two was going to lose his head, courtesy of Number Five.

She twitched, trying to wake him. "Hoagie!" She would have liked to spare him the embarrassment that was sure to follow hot on the heels of waking up and realizing exactly where he was, _but he wouldn't wake up! _The only thing she succeeded in doing was to get him to lift his right hand up by his face. Her eyes flew wide at the touch.

"_Number Three, Number Five, if you read me, respond."_

This was really too much. With a wild shout she bucked, trying to dislodge him.

"Hogarth Pennywhistle Gilligan, Jr., you wake your butt up right now or Number Five is going to introduce you to a world of hurt!"

He gasped, his head snapping up. In the wane light he looked at her, looked down where he had been, saw where his hand was, and snatched himself away with a manly shriek.

"I'm sorry! I'm sorry! I'm sorry! I'm sorry!" he bleated, all but curling up upon himself in humiliation. "Abby, I'm sorry!"

She sat up, glancing at the broken branches and rocks she had been lying upon. At least one of them had a soft landing out of the aeroship. "Hoagie, get a grip. I don' think the world's gonna end because you think I make a nice pillow. You make a good blanket. Now hush up or Number One'll hear ya whining."

He could not look at her as she raised her wrist to her mouth. "Number One, this is Number Five. Number Two is with me."

She could just imagine the smile that Nigel must be wearing. His joy was evident as he called, _"Number Five, what about Number Three?"_

"We left her on top of the cliff." She stood, trying to figure out where they were in relation to where they had been. "We'll head back up there and check on her."

"_Report in as soon as you find her."_

"Can do, Number One," she said happily. "Number Five out."

She reached over and gave Hoagie's shoulder a little shake. "C'mon, Number Two. We gotta find Number Three."

Hangdog eyes looked up dolefully from beneath his cap. "Abigail," he began.

She folded her arms, waiting patiently. He was about a minute from blushing himself into a coma.

"You saved my life and I never meant to repay you by . . ." he trailed off lamely. The darkness hid the furious burning in his cheeks, but she knew him well enough by now to know he was mortified - even more than she was.

"Well, you saved Number Five's life, too. That Fusion was going for broke. Don't sweat it."

"Um . . ."

"Yeah?" she asked slowly.

He shifted nervously, scratching his head through his cap and wiping at his mouth.

"Spit it out, Number Two."

Clasping his hands tightly to stop his fidgeting, Hoagie Gilligan swallowed, cast her a lightning-fast look, and finally asked in a voice that didn't squeak too much, "What – what if I want to sweat it?"

Mouth open, Number Five stared at him in speechless astonishment, a whole realm of possibilities suddenly evident to her mind's eye, and it occurred to her that for all his faults, Hoagie was as sweet as he was charming. A long moment passed, and finally Abigail Lincoln blinked.

"I think," said Number Five with care, "that we need to talk."

There was something close to desperation in his eyes. "Is that good?"

She felt herself smiling. "It sure ain't bad. Now c'mon, let's get back up there and see what happened to Number Three."

**OoOoOoOoOoOoO**

They were half a mile to the west of where Number Two had landed _Miss April_ atop Mt. Kibble. It was not easy picking their way up the rocky, tree-covered slope, but together they managed. The rain slacked off, leaving them cold and wet. Reaching the barren summit, Hoagie pointed to where the aeroship's exhaust had scorched the ground for a hundred feet.

They found Number Three curled up asleep beneath the shelter of a low overhang of rock not far from the edge of the cliff. Her oversized green top was pulled down over her knees and she clutched the long-range radio as if it was one of her Rainbow Monkeys. As Number Five crouched down to look at her, the radio crackled to life.

_". . . repeat, KND Operative Number Three, this is _DexCorp Night Flight Alpha_ and _DexLabs Air Lift Juno_ approaching your location from the southeast. Do you copy?"_

She sighed in relief as she eased the radio out of Kuki's grip. Carried on the wind was the thrumming sound of helicopter rotors. Help was at hand. Number Three had managed to contact DexLabs after all. "_Night Flight Alpha_, this is Number Five. Boy, are we glad to hear you."

They were done here. It was time to go home.


	22. Home is the Hunter

**Chapter Twenty-Two: Home is the Hunter **

". . . the neo-neuroatomic core's been destroyed . . ."

". . . hold still, Number Four . . ."

". . . boss is gonna love that . . ."

". . . took on _two_ Fusions? By his lonesome? Lad's touched in the head, aye, Jack?"

". . . any of them _not_ hurt . . . ?"

". . . nothing left to salvage, Chief . . ."

". . . worst injured . . ."

". . . Fusion Matter not reported found in _Miss April'_s wreckage . . ."

He awoke to noise and light. What seemed like confusion was in fact the organized chaos of a triage as medical teams from DexLabs and the KND sorted through the returning wounded. Ben Tennyson opened his eyes as the Stokes basket confining him was lifted onto a gurney by four DexLabs security officers. His brain was muddled by fatigue and pain; otherwise he would have been impressed by the huge black helicopter looming up before him on the landing pad like a gigantic insect. Samurai Jack stood nearby and somewhere out of sight he could hear someone with an accent worse than Dexter's cursing roundly, which could only mean the samurai had not been successful in leaving his comrade the Scotsman behind on the rescue mission. Ben was bundled snugly in blankets, so instead of cold and wet, he was now warm and damp. A temporary splint had been set on his left arm around the Omnitrix, his broken forearm throbbing with each beat of his heart. Time had taken on a strange, disjointed quality for him. It seemed an eternity and more had passed since he had stood in Dexter's laboratory holding Plank out of the younger's boy's reach and teasing him for being a planknapper. So many things had happened since that moment of innocent banter. The whole face of the war had been changed and the enemy had gained lost advantages all in a night.

A frown creased his face. Snatches of conversation, of being in and out of consciousness over the past few hours, were coming back to Ben. He didn't know all the details yet, but the KND had believed the Fusion Dexter had been destroyed with the aeroship. Somehow that just didn't seem right. He had fought that monster and it just didn't seem all that easy to kill. Like its counterpart, the Fusion was too determined. Something Dexter – the _real _Dexter, his _friend_ Dexter – had said nagged at him to the point where he could not settle down.

_"The more we learn, the further ahead I plan."_

Who was to say that little green sprout with the glowing red eyes wasn't exactly the same way? The Fusion was based upon the DNA of one of the smartest people alive. It had stolen Dexter's memories. It might well have known the prototype aeroship was as dangerous as Number Two said it was. To hear that no Fusion Matter had been found in the wreck was enough to convince him that the Fusion had gotten away and made Ben want to take action. What he could or would do right now he had no idea, but it seemed wrong to just lay here and –

"Lie still, Ben," ordered Mr. Green, pointing sternly as he walked by the gurney in a swirling flare of cape and long hair. Unsure of what else to do, Ben sank down without protest. With the arrival of the physics tutor a sense of calm and order seemed to prevail. He watched Green address the KND doctor, Number Seventy-Seven, before collecting Number One. There was a general movement off the helipad of wounded and security and medical personnel, and not much later Ben found himself riding in an elevator with Nigel, Mr. Green, and the helicopter crew. Ben paid attention when he realized one of the crewmen was asking after Sgt. Morton and the other unfortunates from security that the Fusion Utonium had downed in the employee parking lot.

"Oh, that beam he hit them with gave them all the symptoms of a concussion," said Mr. Green in a voice that lulled Ben close to sleep again. "They're resting in their barracks and Dr. Cardon has left Hollicker watching over them. He was a medic in the Navy. Number 443 is watching the ladies. They're all expected to make full recoveries."

Number One cast Ben a sly look. "I think Ben10 may have dealt with that issue for you gentlemen."

A snort escaped him. "Actually, Humongousaur dealt with the Fusion Professor," Ben said, his words slurring slightly. He managed to produce smiles on all the tired faces around him at the image of the massive alien reptile taking on the starchy president of DexCorp International. The lights and colors started swimming before his eyes as he mumbled, "He's really, really flat now."

The next thing Ben Tennyson knew was that his left arm was cold and painful on a grand scale. He woke up without his jacket on and pressure atop his head as a nurse cleaned the cut he had received as Spidermonkey. His arm was in the process of being examined by a gray-haired man in a lab coat, with an impressive array of x-ray images of broken bones and Omnitrixes on the computer screens behind him. Ben was in what looked like a hospital emergency room. This must be DexLabs Medical. He had seen plenty of recruits shipped off to here, so it was only fair he had a turn. Ben blinked, watching the man with detached interest and wondering why his broken arm did not hurt quite as much as he expected it to.

"Don't worry about the _April_, Nigel," Mr. Green said from somewhere close by. "I told you, the responsibility was mine. I wouldn't have allowed you to take her if I wasn't prepared to face the consequences of losing her."

"But . . ."

"Dexter can't fire me. He tries once a week and he never means it. I don't work for him. I work for his father. Besides, I'm the only one staff willing to be responsible for him when Professor Utonium has to leave DexLabs. If he fired me for real he'd be grounded for months and he knows it."

"Chief Barnes said-"

"It's just a ship, one that was slated for the scrap heap. Besides, I've been in contact with Professor Utonium and he supports my decision. He'll deal with his son if there's any problem, but really, Number One, I think Dexter will be glad those Fusions were eliminated. It's no mistake the Fusion Utoniums were sent here last night, and he knows it."

"Mr. Green!" Ben called, catching the attention of everyone in earshot. Apparently no one had noticed he was awake. He surprised himself, too, because his voice was hoarse and weak.

"Don't move," ordered the gray-haired man sharply. "The break is set."

"You need to rest, Ben," said the demon, speaking for the doctor. He hurried over with Nigel right on his heels. Ben was surprised to see how haggard and worn the tall, green physicist looked. He must not have slept all night.

He shook his head. "N-No. The Fusion. The Dexter. I don't think it's dead."

That piqued the scientist's concern. "What makes you say that?"

"It took Dex's memories. I dunno how far back it went, but it could have known about the ship being dangerous. I fought it. It was . . . a lot like Dexter. Focused. It wasn't made to die. Plutonium and the Blossom and Bubbles were there to protect it, I think. But . . ." He shook his head, wishing there was a better way to convey his impressions. "It was in a different class from the others." He swallowed, wondering if he was making any sense at all. "I heard the techs say the salvage crew didn't find any traces of Fusion Matter in the wreckage."

"They didn't," admitted Green. He stared at Ben with an intensity that told the teen he understood what was being said – and that he believed him when Ben said,

"I think it's still out there."

"What can we do?" Nigel queried, poised to rally his myrmidons.

"At the moment, nothing," said the demon, gently putting a stopper on his enthusiasm. "There's no trace of the Fusion anywhere around Mt. Kibble and no means of tracking it. We'll have to wait and see. In the meantime, you can go clean up and get some rest. Except for your mission reports, your team has been relieved of duty until Wednesday and then you have light duty until Friday. Wally will have to have his bandages changed regularly and Kuki needs to sleep as much as she wants. Seventy-Seven will check up on them daily."

Number One's disappointment at being told to go and relax was so complete that it was almost comical to see. So used was he to always being in motion that it was difficult – indeed, nigh well impossible - for the KND leader to be still for more than a moment.

"But . . ."

"Mandy's orders, Nigel, and Dr. Cardon's."

The gray-haired man leaned around Ben to get Number One's attention and nodded his support of that statement.

"But . . ."

Mr. Green was a professional. A former substitute teacher in the Townsville elementary school system, he was more than a match for the likes of Nigel Uno even if he had been on the top of his game and had every Kid Next Door operative in North America backing him up. Calm, patient, fondly smiling, he folded his arms across his chest and waited for Nigel to catch on and realize that he was beat in every possible way.

"But . . ."

"Getting some rest isn't a sin, Nigel, any more than taking a few days off."

Deflated, defeated, drained, Number One hung his head. "So why do I feel guilty?"

He put his hand on the young soldier's arm. "Because you care. Now let us care for you. It's time for sleep. You're exhausted."

The boy sighed. "I've very sorry about the ship, Mr. Green."

"Don't be. The _Martian Maggot_ and the _Atvatabar _each have two of almost the exact same engines. Ignore Chief Barnes. Now come on. The rest of your team have been treated and released." As he spoke Green motioned for an attendant to come escort Number One to his quarters. "We'll debrief when your reports are done."

"Does this come off?" Doctor Cardon asked as the workaholic leader of Sector V departed.

"The Omnitrix? No. Sorry." Ben yawned, feeling the need for sleep creep up upon him again.

The head of DexLabs Medical frowned, not about to back down from a challenge. "We're going to try something, okay? It's experimental, but it'll speed up the healing."

Ben grunted, not really caring because he knew it was going to hurt no matter what. Instead he focused on Mr. Green. "How is Dexter?" he asked, trying not to wince as he felt the burning pinch of an injection on top of the break.

Keeping his gaze locked with Ben's, the demon did his best to keep him occupied as the doctor worked. "He's asleep right now."

Meaning that he had not been asleep earlier, he suspected. Ben looked hard (or what passed for hard at the moment) at the teacher, looking for the truth. To his relief, Green spoke simply and honestly.

"He couldn't sleep until we heard back from the rescue helicopters. He's been up most of the night."

"Was he hurt bad?"

"The Fusion Blossom cracked two of his ribs - two that were already infected. He's got mild to severe frostbite and he's suffering from exposure. He's feeling pretty rotten, but he's thawed out a bit."

Cardon let out a little grunt as if to dispute that last statement. Green ignored him.

"I'm sorry."

"Don't be. He's alive. You all are. That's all that matters, Ben." He glanced down as his communicator beeped softly. "I'll be right back. Excuse me."

With nothing else to command his attention, Ben looked at the doctor. "How long will I have a cast on?"

"Three weeks. You feel your muscles getting tight?"

He considered, forced to look at his bruised and swollen hand in order to concentrate on it as requested. "Yeah. And it tingles a little."

"That's common. Let me know if you feel anything like a burning sensation."

Visions of his arm spontaneously combusting danced in his head, but Ben was too tired to really care about anything. He saw a clock on the wall. It was almost seven in the morning. He had been going non-stop since before this time yesterday. What the doctor said suddenly hit him. "Three weeks?"

"Yup," was the smug reply. "Maybe even a little less. It's a clean break."

Mr. Green returned looking supremely satisfied. "That was Professor Utonium. He and the girls should be back here by late this afternoon. He called just before they were airlifted off the _Enterprise_." He glanced at Ben. "They've been stuck in a storm down by the Virgin Islands the past three days. The weather finally cleared for them to get to St. Croix."

Cardon smirked. Ben figured he must know much the Professor hated being aboard a ship, because the doctor said, "He's such an avid sailor. I'm sure he's heartbroken to be leaving."

The demon echoed the smirk, though with horns, an eye patch, and pointy teeth, it was far more intimidating than anything the doctor could hope to pull off. "Well, I know two people that will be absolutely delighted to see him again."

**OoOoOoOoOoOoO**

Dexter was asleep in the hospital bed, small and pale against the white sheets. There were faint splotches of red on his cheeks and both of his forearms were splinted and wrapped all the way to his fingertips, giving him the look of a half-finished mummy. Blankets were piled high upon and around the redhead, though in his sleep he had shaken loose some of his swaddling clothes. The heat had been cranked up in the room and the sudden warmth worked instantly to make Ben sleepy.

"What's with his hands?" asked Ben in a whisper. His left arm felt as if it weighed a ton even though the cast Cardon had built around the Omnitrix was as lightweight and as comfortable as such a thing could be.

Green motioned for Ben to sit. His quarters had been cleaned and prepared in anticipation of his return and a wheelchair was waiting to take him there, but the teen had insisted on checking up on his friend first. Ben sank down in the soft and welcoming seat and it was instantly evident there was no way he was moving again today. It was a physical impossibility. Green glanced at him, then unfolded a blanket from a stack on the table and handed it to him.

"The splints will be on a day or two to prevent movement and so he doesn't cause himself any additional injuries. His hands are very tender right now - they were the worst frostbitten. This way he'll get better faster with the added bonus of being made to rest." Fussing about the room, he straightened the blankets on Dexter and then shook out another cover that he draped over Ben.

"He'll be okay?" Ben asked dully, leaning back into the cushions as Green tucked another blanket around him.

"He'll be fine," was the quietly spoken reply.

He heard the door close, rousing slightly at the faint sound. The room was left in twilight and the warmth was pulling him down into sleep. He looked at Dexter and blinked to see the younger boy was awake and gazing at him.

"What happened to your arm?" asked Dexter. It was a relief to hear that accent.

He glanced down at the fresh cast. "Huh? Oh. Professor Plutonium."

Dexter flinched.

"The doctor tried some new thing. He said the cast should be off in three weeks."

"Ah," grunted Dexter, shifting amidst his nest of blankets. He hissed when he moved wrong and aggravated his ribs. "I know_ exactly _what you mean. Spider webs. It's experimental, but very safe and effective."

"Spider webs?"

"Mmm. Whatever works, Mr. Tennyson."

"I'll freak out tomorrow."

"I'll join you. I hate spiders."

"Then give Jeff a wide berth."

He was drifting back to sleep. Ben couldn't help but follow.

"Sorry you got hurt, Dex. I feel like . . . well, I feel like it's my fault."

"Yes," said Dexter slowly, eyes closed. "It is."

_"What?"_ demanded Ben, scandalized. He became animated again for a few moments, fueled by indignation.

"_I_ didn't want to go outside," defended Dexter in virtuous tones. "Twice around the parking lot, that's all. Now I've been flash frozen, fifteen percent of my security force is laid up, my insurance premiums are going to skyrocket, and I have an evil twin!"

"Oh, bull!" Ben shot right back, not to be outdone by Baby Einstein. "They _so_ had you pegged, kiddo! If it wasn't last night, it would have been another night! Then where would you be?"

"Dead," he admitted, laying aside his teasing. "Did you stop them?"

"I can guarantee two out of three. Not so sure about three."

"The copy of me, yes?"

"Yeah," he admitted.

Dexter sighed. For a few moments there was silence, and then very softly he said, "Thank you."

Ben just smiled his understanding, glad beyond telling that they were having this conversation. Then he settled down deep in the chair, equally glad to sleep.


	23. The Time is Now

**Chapter Twenty-Three: The Time Is Now**

Ben Tennyson did not budge from his spot until late that afternoon. When he awoke the room was even warmer than he remembered thanks to the sunlight that had replaced yesterday's clouds. Faint golden light crept in around the heavy curtains, casting the room into twilight and allowing him to see what had roused him. Mr. Green, moving softly, was leaning over Dexter, his hand gently resting on his student's arm as he whispered,

"Dexter? They'll be here in an hour. Let me help you get ready."

Sore and stiff and feeling every shot the Fusions had landed, Ben stirred, blinking owlishly. He'd slept in the chair? Oh, well, at least it was comfortable – or as comfortable as could be managed at the moment. Probably he'd been too zonked for Green to wake him to move to a bed, because he was swathed in blankets with his broken arm propped up on a pile of pillows to reduce the pain and pressure. There were pillows all around him, in fact – behind his head, bracing his knees, turning the chair into as cozy a nest as could be managed. He paused, trying to recall falling asleep. The blankets he remembered, the pillows he did not. His arm throbbed with each beat of his heart and his hand was mottled with bruises and scrapes. That was the worst hurt, though the cut on his head was tender despite having been treated. Gingerly he stretched a little, reaching up with his right hand to rub his face as he tried to straighten his legs.

Mr. Green spotted him coming to life. "Sorry to wake you. How do you feel, Ben?"

"Bushed," he admitted wryly. "Sore." He thought a bit, assessing himself. "Hungry."

"Imagine that. We're going to meet Professor Utonium and the Powerpuff Girls. They're almost back from Florida. One of the choppers just left to pick them up at the airport and they should be here in forty-five minutes or so."

"Oh." He ran his right hand through his dirty hair. "Mind if I tag along?"

Green glanced down at the lump in the bed that was Dexter questioningly. He smiled at the unspoken response and looked at Ben. "Not at all. I hope you'll join us for dinner afterwards, too. Would you like a shower first?"

The mere suggestion was enough to make Ben's exhausted body relax. "Would I!"

Dr. Cardon caught him the moment he poked his head out the door and Ben found himself on the receiving end of another injection and a quick examination. He almost asked about the spider webs Dexter had mentioned, but decided he was happier not knowing. He did not turn down the offer of a pain killer and attended when he was instructed to keep the cast dry. A nurse showed him a shower and told him to call if he needed help, repeating the doctor's instructions to keep the cast clear of the water. She waited outside to collect his clothes and to make sure he followed instructions. His clothes were returned laundered and folded in a matter of minutes. Even his sneakers had been cleaned.

It was difficult to wash his hair one-handed, difficult to step away from the hot water and steam that eased the tension from his aching muscles, and even harder to get dressed but he managed. By the time he was done, Dexter and Green were waiting by the elevator, quietly talking. Dexter was in his usual black-with-lab-coat ensemble minus the gloves. Without that splash of purple to balance him out his red hair shone all the brighter. It took Ben a moment to realize Dexter was not wearing his glasses. The lingering effects of frostbite, Ben figured. Without them, he somehow seemed even smaller and younger than his usual runty self.

"Hey, Dex," Ben said as he hurried down the hall. "How are you doing?"

Even Ben had seen him looking better. Dexter's cheeks and nose and ears were still patchy and red, and beneath the marks of frostbite his skin was sallow. He could not quite cross his arms with broken ribs and both hands in splints halfway to his elbows. He kept his hands raised and resting on his chest to relieve the pressure on his aching fingers.

Dexter gave him a small and weary smile. "I've felt better," he grumbled, and then cheered up a bit as a thought struck him. "At least now I won't have to play piano for DeeDee."

Ben grinned and gestured with both hands. "See? There's a bright side to everything."

Mr. Green's ID badge was of the same superior variety as Dexter's because when slid into the reader, it turned all the buttons red to allow them to access the roof. Ben noticed that the demon was carrying a paper bag, and at Ben's curious look, Mr. Green held it out to them

"Jawbreaker?"

"Cool!" Ben dug one out with his right hand and held it up. Dexter stared with much the same horror as when he had discovered such things as carrot and mango smoothies with yogurt existed.

"What is _that?"_ demanded the owner of DexCorp as the elevator moved upwards. He squinted to see.

"Oh, don't tell me," Ben exclaimed hopefully. "You never had a jawbreaker?"

Dexter's acidic look was answer enough. Ben happily slipped into teacher mode and held up his bright, mottled prize. "Behold the jawbreaker, Dex. Layer upon layer of rock-hard sugary goodness." He popped it in his mouth.

"Astounding," was the completely dry and unimpressed reply.

"Want one?" invited Green, enjoying their exchange.

Dexter peered inside the bag suspiciously before he displayed his splinted hands, rather glad he had an excuse not to partake of the cavity-causing bounty. "Save me one for analysis, please, Mr. Green."

"Where'd you get 'em?" asked Ben around his mouthful of candy.

"Jonny," Mr. Green replied, fishing out a small one for himself. There was a range of sizes in the bag, and he fully intended to give the rest away after saving the largest one for Dexter to experiment upon. "This was the reward for returning Plank. I thought I'd share since you gentlemen were key players in his safe return."

"Nice haul," said Ben, impressed. He cast Dexter a sly look. "Kidnapping pays off."

The redhead rolled his eyes, prompting his tutor to say, "Jonny was thrilled to have his friend back."

"How's Sector V doing?" asked Ben, slinging his jacket over his shoulder. He glanced at Green, wondering if Dexter knew the fate of his prototype aeroship at the hands of Number Two.

The physics teacher smiled knowingly. "Relaxing. As much as they can, anyway."

Dexter huffed at the notion of the KND relaxing. Green gave him a very pointed look and huffed right back. Ben pursed his lips, trying not to laugh as his friend was expertly told off without a word being said.

When the elevator doors opened with a blast of hot air, Dexter eagerly hurried out, anxious to see his family. Ben had a sense of déjà vu as he slowly followed, keeping pace with Mr. Green as he looked around at the rooftop helipad. It had only been nine or ten hours since he had last been here. It seemed much, much longer.

"Dexter, stay in the shade!" called Green, nervous as his charge went dangerously close to the edge of the covered walkway. He glanced at Ben, shaking his head. "All he needs now is a second-degree sunburn."

Ben Tennyson grinned, but he also noticed that Dexter obeyed.

"Does he know about the ship getting blown to smithereens?" Ben asked.

"Yes." Green took a deep breath, look more guilty than not. "He took it well when I told him Hoagie's logic behind destroying it and that he was trying to eliminate the Fusion Dexter. _Miss April_ was built just for speed. He would have been more upset if one of the gunships had been destroyed."

"Anything on the Fusion?"

"Nothing," the green demon said bitterly.

A crew chief spoke to Dexter, probably telling him to keep well away from the landing pad, but otherwise people kept clear of their boss. Something in Dexter's tense, restrained body language told Ben that back-up was not only wanted, but needed right now. With a quick glance at the demon he stepped away from Green and stood silently beside his friend. He didn't know what to say so he remained quiet, but he figured – correctly – that it was his presence and not his conversation that Dexter required right now. A little of the steel in Dexter's spine loosened and he slumped the least bit. Ben knew without being told that Dexter was in a great deal of discomfort and he found himself instinctively trying to block the younger teen from any prying, expectant eyes.

"Here they come," said Mr. Green from a few feet behind them. His senses were more acute than a human's because another minute or more passed before Ben could detect the sound of an incoming helicopter. It was the same one he had been transported in this morning, only now he could fully appreciate the sleek black craft.

"Sweet ride," he muttered.

"Mmm," agreed Green, drawing closer and putting his hand on Dexter's narrow shoulder. "_Juno_ is a beauty."

The rotors kicked up a terrific wind that sent their hair and clothes whipping about. The chopper landed elegantly and with far less noise than Ben expected. A minute dragged by, and then the cabin door slid smoothly open and Professor Utonium hurried down the steps.

Ben glanced down. Without moving Dexter was straining to reach his father's side. Every line of his body was taut with the effort to remain still. The Professor looked tired and pale and thin – plainly he had not enjoyed a moment of the trip on its own merits, but the shock and strain of finding out what had happened in his absence had taken a heavy toll. He had no eyes for anyone but his son, and his anxiety was written on his face as he looked at Dexter.

Green released Dexter's shoulder and gently urged him forward regardless of the afternoon sun streaming down upon them. Some things were more important than following the doctor's orders. Dexter could not run, but he didn't need to as Utonium hurried to meet him.

Ben felt an odd pang of loneliness as Dexter stepped up to Utonium. The dark-haired man laid his hands on the boy's shoulders, his expression serious as they exchanged a few words. As Ben watched, Utonium held Dexter's hands, tenderly examining the injuries before pulling the boy genius into his embrace. Dexter rested his head against the Professor's chest, placing his splinted hands before him since he was unable to hold onto his father's coat as was his habit. Utonium bent low, pressing a kiss atop Dexter's hair as he held his son close and protective, sheltering him from the sunlight with his body and shadow, banishing fear with his mere presence. For a long moment they stood like that, and Ben found himself suddenly grateful that Dexter had Patrick Utonium as his guardian and surrogate father. He had no notion of what Dexter's real parents were like, but it was evident that the owner of DexLabs had made his choice - and that he had chosen well.

So warm. So fragile. So trusting. So very, very human. Ben's impressions from last night struck him full force as Dexter closed his eyes and ducked his head low against his father's chest. He could not get any closer to the man, but that didn't stop him from trying. Something about his stance, about the way Utonium's large hands held him so tightly, told Ben the true depths of Dexter's distress over the Fusions' assault. He had been attacked in his own home by twisted specters of the people he loved best. Almost any other thirteen-year-old would have panicked and broken. Heck, Ben had wanted to panic. He realized now that Dexter's cool confidence that Ben would save him had commanded the situation in Plutonium's energy cage. Anything less would have been a disaster.

The Powerpuff Girls were waiting impatiently by the helicopter, giving the men in their close-knit family a chance to reconnect. At some unspoken signal from their father they surged forward and surrounded their brother. Utonium stepped back and let his children have a few moments to themselves. There was undisguised relief in his gray eyes as he joined Dexter's watchdogs on the sidelines.

"Professor, I'm so sorry he came to any harm," Mr. Green began, stepping forward.

Utonium waved him off, refusing to let his friend and employee apologize. "No, Kilroy," he said, laying his hand on the demon's shoulder. "We've been expecting this. You did an outstanding job and I want to thank you for watching him. I just wish they had used any other Fusions."

Mr. Green nodded in agreement and understanding. The invaders from Planet Fusion had struck hard and fast and with sickening accuracy. Utonium shifted his attention to the young man standing beside the demon. "Ben . . ."

A quick, strong hug engulfed Ben, a gesture that was as much a way of the Professor conveying his gratitude as it was a show of affection.

"Thank you," the Professor said, his crushing hold expressing all the dread that had been consuming him since Green's first, frantic call about the attack. "For everything you've done for him."

Ben glanced over to where the three superhero sisters were cautiously swamping their adopted brother, and then he smiled at the dark-haired scientist. There was so much relief and gratitude in the Professor's face that Ben felt an impulse to offer comfort and support in return despite the difference in their ages.

"You were right, Professor," he replied with a wry smile. "It's worth the fight."

**OoOoOoOoOoOoO**

"No, no, no! Dracula says you're doing it wrong! You can't shake no booty in that there apron!"

"Radda. Radda radda."

"Take it from Dracula. No lady gonna take to anything dressed like that. They looking for style. Class. _Moves_. Y'ain't gonna get no skirt wearin' half a skirt, Rock Man."

"Ra! Radda! Raddara!"

"What Dracula talking about? Dracula talking about _this_."

Ben Tennyson closed his eyes and drew a deep breath, praying the next floor was the one these two wanted as the ancient vampire in the outdated suit began shuffling his feet and gyrating his hams as he gave the rock monster a dance lesson. They had gotten on three floors up and immediately the vampire had laced into the stocky gray monster chef about his poor taste in fashion. The monster could only ignore the insults for so long and had finally snapped back in some garbled speech. Dracula seemed capable of following his grunts, but Ben had no idea of what the long-necked creature was saying. Now they were holding a dance-off in the limited space afforded them and trying to prove that disco wasn't dead. Not yet, unfortunately. He wondered if Dracula's patronage made disco undead.

Was it this elevator? Was it him personally? Did Dexter have clue one about the weirdness that was running around his corporate headquarters? He was beginning to have his doubts.

"Radda!"

They were shaking it between him and the elevator controls, otherwise he would have fled the scene. Then again, he had been here first . . .

His hand strayed towards the Omnitrix. The dancers were too busy ragging on each other's interpretation of the Batusi to pay him any mind as he dialed through the available aliens.

There. Perfect.

Hero time.

_"Goop!"_

The sudden appearance of what amounted to two hundred pounds of radio-controlled green snot sloshing around and over the dance floor and the dancers put an end to their antics. Dracula bellowed at the state of his cape and how much it cost to have ectoplasm stains removed from synthetic satin. The rock monster let out a long list of mangled expletives that would have fallen on uncaring ears if a Polymorph actually _had_ ears. They could not get out of the elevator fast enough and at the very next floor they spilled out, trampling a short blond boy in a striped shirt that stood in their way.

"Adventure!" groaned the sailor boy, raising his hand and neatly summing up Ben's every attempt to get into Dexter's laboratory.

"En how," he agreed ruthlessly, leaving the blond speedbump in place and powering down the Omnitrix as the doors closed. There had to be another way to get to where he wanted to be.

The first six digits of _pi_ later, the doors opened to reveal the owner of DexCorp International in all his short and temperamental glory. The splints were off of his hands, enforced rest and massive doses of antibiotics had given him a leg up on the bone infection, and while he wasn't entirely better yet, this was the healthiest Ben had ever seen him.

Instantly he complained. "Your elevator hates me."

"You seem to have issues with attributing human emotions to inanimate objects, Benjamin," was the smart-mouthed reply. Hands clasped behind his back, Dexter strode into the elevator even as Ben stepped out.

"I can sense these things. Trust me. It's personal." Ben frowned. "Where you going, Dex?"

"The correct question would be, 'Where are _we _going, Dexter?' To get chili fries. I'm hungry."

He was so surprised that he squeaked. "Your dad know?"

"He does."

"Oh." That took the wind out of his sails. Then again, chili fries were always a good idea. "You buying?"

"Yes."

"I'm allowed to escort you even with a busted arm?"

"Of course. You've never let such distractions stop you in the past, have you?"

"Good point." Ben joined him inside that accursed elevator. This time he was ready when it zipped sideways.

"Besides, my father knows. Therefore _all_ of my sisters know. And Mr. Green. And Sgt. Morton, and -"

"Therefore Mr. Smoothie is crawling with security and-"

"Everyone they blabbed to. Precisely. It's going to be a zoo. We have to get there before my sisters find out they like chili fries."

"Yeah, I've seen them eat."

"Mmm."

A comfortable silence fell. Ben glanced at his friend. "How are you feeling?"

"Hungry."

"Beyond that."

He did not answer at once, but pondered the question and chose his reply with care. "I'm trying not to feel afraid."

He could appreciate the courage it took to admit as much. "Nothing wrong with being scared."

"Perhaps, but I won't let it limit me."

Ben grinned, feeling oddly proud of his friend. "I defy anything to limit you, Dex."

He watched the boy genius' expression gradually change from acceptance to resolution as he absorbed Ben's bold and defensive challenge to the world. The older teen rightly guessed that few people outside of his family had ever taken up Dexter's banner so readily and so fiercely. Slowly Dexter smirked, returning Ben's look with unflinching spirit.

"So do I."

_-fin-_


End file.
